Filed by Zimmer Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Centerpulse AG
(Registration No. 333-105561)
Subject Company: InCentive Capital AG
(Registration No. 333-105562)
On August 28, 2003, Zimmer Holdings, Inc. issued the following press release.
Contact:
Media Investors
Brad Bishop Sam Leno
574/372-4291 574/372-4790
bradley.bishop@zimmer.com sam.leno@zimmer.com
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ZIMMER ANNOUNCES PRELIMINARLY INTERIM RESULTS OF THE EXCHANGE
OFFERS FOR CENTERPULSE AND INCENTIVE CAPITAL
(WARSAW, IN) AUGUST 28, 2003 - Zimmer Holdings, Inc. (NYSE: ZMH) announced today
the preliminary interim results of Zimmer's exchange offer for Centerpulse AG.
Zimmer also announced the corresponding results of its exchange offer for
InCentive Capital AG, which beneficially owns 2,237,577 Centerpulse registered
shares or approximately 18.6% of the issued Centerpulse registered shares. The
initial offering period for Zimmer's exchange offers expired at 4:00 p.m.,
Central European Time, 10:00 a.m., Eastern Daylight Time, on Wednesday, August
27, 2003.
Based on preliminary information provided by Credit Suisse First Boston and
Mellon Investor Services LLC (as the Swiss offer manager and the U.S. exchange
agent, respectively, for Zimmer's Centerpulse offer), as of the expiration of
the initial offering period, 7,489,650 Centerpulse registered shares and
6,712,776 Centerpulse American depositary shares ("ADSs"), including Centerpulse
ADSs subject to guaranteed delivery, were tendered and not withdrawn. Based on
information provided today by Centerpulse, the foregoing shares and ADSs
represent approximately 67.0% of the outstanding Centerpulse registered shares
(including shares represented by Centerpulse ADSs) on a fully diluted basis. As
a result, we believe that the minimum condition for Zimmer's Centerpulse offer
will be satisfied regardless of whether Zimmer's offer for InCentive is
successful.
Based on preliminary information provided by Credit Suisse First Boston (as the
Swiss offer manager for Zimmer's InCentive Capital offer), as of the expiration
of the initial offering period, 2,123,647 bearer shares of InCentive Capital
were tendered and not withdrawn. The foregoing shares represent approximately
98.9% of the outstanding bearer shares of InCentive Capital. As a result, we
believe that the minimum tender requirement for Zimmer's InCentive offer will be
satisfied.
Zimmer will announce the definitive interim results of the Centerpulse offer and
the InCentive Capital offer on September 2, 2003 in accordance with Swiss law.
Safe Harbor Statement
This press release contains forward-looking statements based on current
expectations, estimates, forecasts and projections about the orthopaedics
industry, management's beliefs and assumptions made by management.
Forward-looking statements may be identified by the use of forward-looking terms
such as "may," "will," "expects," "believes," "anticipates," "plans,"
"estimates," "projects," "targets," "forecasts," and "seeks" or the negative of
such terms or other variations on such terms or comparable terminology. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that could cause actual outcomes and results to
differ materially. These risks and uncertainties include, but are not limited
to, price and product competition, rapid technological development, demographic
changes, dependence on new product development, the mix of our products and
services, supply and prices of raw materials and products, customer demand for
our products and services, our ability to successfully integrate acquired
companies, control of costs and expenses, our ability to form and implement
alliances, international growth, U.S. and foreign government regulation, product
liability and intellectual property litigation losses, reimbursement levels from
third-party payors, general industry and market conditions and growth rates and
general domestic and international economic conditions including interest rate
and currency exchange rate fluctuations. In particular, forward-looking
statements as to Zimmer's financial and business performance following the
proposed acquisitions should be qualified by the absence of the opportunity for
Zimmer to perform comprehensive due diligence on Centerpulse or InCentive
Capital AG, a significant shareholder of Centerpulse. These forward looking
statements might have been significantly different had such due diligence review
been undertaken. For a further list and description of such risks and
uncertainties, see the disclosure materials filed by Zimmer with the U.S.
Securities and Exchange Commission. Zimmer disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Readers of this document are cautioned
not to place undue reliance on these forward-looking statements, since, while we
believe the assumptions on which the forward-looking statements are based are
reasonable, there can be no assurance that these forward-looking statements will
prove to be accurate. This cautionary statement is applicable to all
forward-looking statements contained in this document.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell any securities. Any exchange offer will be made only through a
registration statement and related materials. Zimmer and its directors, officers
and other members of its management and employees also may be soliciting proxies
from Zimmer stockholders in connection with the exchange offers for shares of
Centerpulse and InCentive Capital. Investors and security holders should note
that the exchange offers described in this press release have not been agreed to
by Centerpulse or InCentive Capital and are subject to certain conditions. In
connection with the exchange offers, Zimmer has filed registration statements on
Form S-4 (each containing a prospectus/offer to purchase) and a proxy statement
on Schedule 14A with the U.S. Securities and Exchange Commission and submitted
Swiss offer prospectuses to the Swiss Takeover Board. Investors and security
holders of Centerpulse, InCentive Capital and Zimmer are advised to read these
disclosure materials (including other disclosure materials when they become
available), because these materials contain important information. Investors and
security holders may obtain a free copy of the disclosure materials and other
documents filed by Zimmer with the U.S. Securities and Exchange Commission at
the SEC's website at www.sec.gov. The disclosure materials and other documents
of Zimmer may also be obtained from Zimmer upon request by directing such
request to Sam Leno, Senior Vice President and CFO, 574-372-4790.
About Zimmer Holdings, Inc.
Zimmer, based in Warsaw, Indiana, is a worldwide leader in the design,
development, manufacture and marketing of reconstructive orthopaedic implants
and trauma products. Orthopaedic reconstruction implants restore joint function
lost due to disease or trauma in joints such as knees, hips, shoulders and
elbows. Trauma products are devices used primarily to reattach or stabilize
damaged bone and tissue to support the body's natural healing process. Zimmer
manufactures and markets other products related to orthopaedic surgery. For the
year 2002, the Company recorded worldwide revenues of $1.37 billion. Zimmer was
founded in 1927 and has more than 3,600 employees worldwide.
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Additional contacts:
Switzerland: Hirzel. Neef. Schmid. Konsulenten
Aloys Hirzel/+41 43 344 42 49/a-hirzel@konsulenten.ch
Andreas Thommen/+41 43 344 42 49/
a-thommen@konsulenten.ch
U.K.: M Communications
Hugh Morrison/+44 207 153 1534/morrison@mcomgroup.com
Nick Miles/+44 207 153 1535/miles@mcomgroup.com