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 September 2, 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
ZIMMER ANNOUNCES DEFINITIVE INTERIM RESULTS OF THE EXCHANGE OFFERS FOR
CENTERPULSE AND INCENTIVE CAPITAL
ZIMMER COMMENCES SUBSEQUENT OFFERING PERIODS
(WARSAW, IN) SEPTEMBER 2, 2003 - Zimmer Holdings, Inc. (NYSE: ZMH) announced
today, in accordance with Swiss law, the definitive interim results of Zimmer's
exchange offer for Centerpulse AG and the corresponding results of its exchange
offer for InCentive Capital AG, which beneficially owns 2,237,577 Centerpulse
registered shares representing 18.6% of the issued Centerpulse shares. Zimmer
also announced the commencement of subsequent offering periods, or additional
acceptance periods, in connection with its exchange offers.
The initial offering period for Zimmer's exchange offers expired at 4:00
p.m., Central European Time, 10:00 a.m., New York City Time, on Wednesday,
August 27, 2003. Based on information provided by Credit Suisse First Boston and
Mellon Investor Services LLC (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 the guaranteed delivery procedures, were tendered and not
withdrawn. Based on information provided by Centerpulse, the foregoing shares
and ADSs represent approximately 68.0% of the outstanding Centerpulse registered
shares (including shares represented by Centerpulse ADSs) and, together with the
Centerpulse registered shares held by InCentive, approximately 86.7% of the
issued Centerpulse registered shares (including shares represented by
Centerpulse ADSs). In accordance with the terms of Zimmer's Centerpulse offer,
holders of Centerpulse registered shares will receive 3.68 shares of Zimmer
common stock and CHF 120 in cash for each Centerpulse registered share tendered
and not withdrawn and holders of Centerpulse ADSs will receive 0.368 of a share
of Zimmer common stock and CHF 12 in cash for each Centerpulse ADS tendered and
not withdrawn.
Based on information provided by Credit Suisse First Boston (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. In accordance with the
terms of Zimmer's InCentive Capital offer, holders of bearer shares of InCentive
Capital will receive 3.8349 shares of Zimmer common stock and CHF 178.84 in cash
for each bearer share of InCentive Capital tendered and not withdrawn, based on
the adjusted net asset value of InCentive Capital of CHF 115,490,610.
Zimmer has accepted the Centerpulse registered shares, Centerpulse ADSs
and the bearer shares of InCentive Capital that were validly tendered and not
properly withdrawn through August 27, 2003.
"We believe very strongly in the strategic fit between Zimmer and
Centerpulse, and we are very pleased that our proposed acquisition has been met
with overwhelming support by the shareholders of Centerpulse, InCentive and
Zimmer," said Ray Elliott, Chairman, President and CEO of Zimmer. "We look
forward to integrating Centerpulse's business with ours to create the world's
number one pure play orthopaedics company."
In accordance with the terms of Zimmer's offers, Zimmer is providing a
subsequent offering period for each offer of ten Swiss trading days in order to
provide shareholders of Centerpulse and InCentive Capital who have not tendered
their shares during the initial offering period with the opportunity to tender
their shares into Zimmer's offers. The subsequent offering period for each offer
begins on Tuesday, September 2, 2003 and expires at 4:00 p.m., Central European
Time, 10:00 a.m., New York City Time, on Monday, September 15, 2003. Centerpulse
registered shares, Centerpulse ADSs and bearer shares of InCentive Capital
tendered during the subsequent offering periods may not be withdrawn.
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