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)
The following is an English translation of an announcement made by Zimmer
Holdings, Inc. on September 2, 2003 in French and German.
[ZIMMER LOGO]
ZIMMER HOLDINGS, INC.
Wilmington, Delaware, U.S.A.
DEFINITIVE INTERIM RESULTS OF THE PUBLIC EXCHANGE AND CASH OFFER FOR ALL
OUTSTANDING REGISTERED SHARES (INCLUDING REGISTERED SHARES REPRESENTED BY
AMERICAN DEPOSITARY SHARES) OF CENTERPULSE AG, ZURICH, SWITZERLAND, HAVING A
NOMINAL VALUE OF CHF 30.00 PER SHARE
On June 19, 2003, Zimmer Holdings, Inc., Wilmington, Delaware, U.S.A.
("ZIMMER"), commenced a public exchange and cash offer for all outstanding
registered shares (including registered shares represented by American
depositary shares) of Centerpulse AG, Zurich, Switzerland ("CENTERPULSE" and
such offer, the "OFFER").
- Each outstanding registered share of Centerpulse having a nominal value of
CHF 30.00 per share ("CENTERPULSE SHARE") will be exchanged for 3.68
shares of common stock of Zimmer having a par value of USD 0.01 per share
("ZIMMER COMMON STOCK"), plus CHF 120.00 net in cash, without interest,
subject to the mix and match election.
- Each outstanding Centerpulse American depositary share ("CENTERPULSE ADS")
will be exchanged for 0.368 of a share of Zimmer Common Stock, plus the
USD equivalent of CHF 12.00 net in cash, without interest, subject to the
mix and match election.
At the same time, Zimmer commenced a separate public exchange and cash offer for
all outstanding bearer shares of InCentive Capital AG, Zug, Switzerland
("INCENTIVE" and such offer, the "INCENTIVE OFFER"), which currently is a
beneficial owner of 2,237,577 Centerpulse Shares (approximately 18.6 % of the
issued Centerpulse Shares).
DEFINITIVE INTERIM RESULTS
As of the end of the offer period on August 27, 2003 at 4:00 p.m. (Swiss time),
7,489,650 Centerpulse Shares and 6,712,776 Centerpulse ADSs (including
Centerpulse ADSs subject to guaranteed delivery) representing 671,277
Centerpulse Shares were tendered to Zimmer. This results in a total number of
8,160,927 Centerpulse Shares tendered to Zimmer and corresponds to 68.0 % of the
outstanding Centerpulse Shares to which the Offer relates.
Taking into account Zimmer's holding in Centerpulse, Centerpulse's treasury
shares, as well as the Centerpulse Shares held by InCentive, which Zimmer will
indirectly control following the consummation of the InCentive Offer which also
is being declared successful today, the resulting interest of Zimmer in
Centerpulse amounts to 86.7 % of the issued Centerpulse Shares and voting rights
in Centerpulse.
FULFILLMENT OF THE CONDITIONS
Zimmer declares the conditions to the Offer (section 2.5 of the Swiss offer
prospectus) as fulfilled and the Offer as successful.
ADDITIONAL ACCEPTANCE PERIOD
In accordance with the terms of the Offer (section 2.8 of the Swiss offer
prospectus), the period for acceptance of the Offer will be extended by ten
Swiss trading days, in order for holders of Centerpulse Shares or Centerpulse
ADSs who have not yet tendered their Centerpulse Shares or Centerpulse ADSs to
be able to tender their Centerpulse Shares or Centerpulse ADSs into the Offer
during these additional ten Swiss trading days. The additional acceptance period
begins on September 2, 2003 and ends on September 15, 2003 at 4:00 p.m. (Swiss
time), 10:00 a.m. (New York City time).
SUBMISSION OF APPLICATIONS
Holders whose Centerpulse Shares or Centerpulse ADSs are held in a safekeeping
account and who have not yet accepted the Offer are asked to proceed according
to the instructions of their custodian bank.
Holders who keep their Centerpulse Shares or Centerpulse ADSs at home in
certificated form and who have not yet accepted the Offer are asked to proceed
according to the instructions of the share register of Centerpulse in the case
of Centerpulse Shares and according to the ADS letter of transmittal in the case
of Centerpulse ADSs.
MIX AND MATCH ELECTION
All calculations will be made by reference to the number of acceptances and
elections as of September 15, 2003, the last day of the additional acceptance
period. For purposes of these calculations, the assumed value of Zimmer Common
Stock shall be CHF 62.50 per share (based on the closing price of Zimmer Common
Stock of USD 48.28 per share on May 19, 2003, the last trading day prior to the
pre-announcement of the Offer and the noon buying rate for U.S. dollars on such
date of USD 1.00 = CHF 1.2945).
SETTLEMENT DATE
The exchange of Centerpulse Shares and Centerpulse ADSs for shares of Zimmer
Common Stock is expected to take place on October 2, 2003, subject to approval
by competent Swiss authorities. On the same day, the offered cash amount per
tendered Centerpulse Share or Centerpulse ADS (including any cash to be paid
instead of issuing fractional shares of Zimmer Common Stock) will be paid.
LISTING / REGISTRATION
The shares of Zimmer Common Stock to be issued pursuant to the Offer have been
registered under the U.S. Securities Act of 1933, as amended, and have been
authorized for listing on the New York Stock Exchange. Furthermore, Zimmer has
made an application for admission of a secondary listing to the SWX Swiss
Exchange, as of the settlement date.
Zurich, September 2, 2003
CREDIT SUISSE FIRST BOSTON
SWISS TELEKURS
SECURITY NUMBER ISIN BLOOMBERG TICKER SYMBOL
Centerpulse Share
- not tendered for exchange (1st line) 654 485 CH 000 654485 9 CEPN SW CEPN
- tendered for exchange
to Zimmer (3rd line) 1 619 052 CH 001 619052 9 CEPNEE SW CEPNEE
Centerpulse ADS 1 429 052 US 152 005104 6 CEP US CEP
Zimmer Common Stock 1 262 932 US 989 56P102 1 ZMH US ZMH
STATEMENTS REGARDING THIS ANNOUNCEMENT AND ZIMMER'S EXCHANGE OFFERS
UNITED STATES OF AMERICA
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell any securities. Any exchange offer has been and will be made only
through a registration statement and related materials. In connection with
Zimmer's exchange offers, Zimmer has filed registration statements on Form S-4
(each containing a U.S. prospectus) and a proxy statement on Schedule 14A with
the U.S. Securities and Exchange Commission and has submitted Swiss offer
prospectuses to the Swiss Takeover Board. Investors and securityholders of
Centerpulse, InCentive 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 securityholders 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 Innisfree M&A Incorporated, the information agent for the Offer,
at (877) 750-5836. Additionally, the Swiss offer prospectuses in German, French
or English, which include as an exhibit the U.S. prospectus, can be ordered free
of charge from Credit Suisse First Boston, Zurich (phone: +41 1 333 43 85, fax:
+41 1 333 23 88, e-mail: equity.prospectus@csfb.com).
UNITED KINGDOM RESTRICTION ON DISTRIBUTION OF THESE DOCUMENTS
The shares of Zimmer Common Stock offered in its exchange offers may not be
offered or sold in the United Kingdom, by means of Zimmer's offer documents or
any other document, other than to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances which
will not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995.
ZIMMER'S OFFER DOCUMENTS RELATING TO ZIMMER'S EXCHANGE OFFER FOR CENTERPULSE ARE
IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about
the action you should take, you are recommended immediately to seek your own
personal financial advice from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser duly authorized under the
Financial Services & Markets Act 2000 if you are resident in the United Kingdom
or, if not, another appropriately authorized independent financial adviser.
SALES RESTRICTIONS IN CERTAIN COUNTRIES AND JURISDICTIONS
The distribution of Zimmer's offer documents and the making of its exchange
offers may, in certain jurisdictions, be restricted by law. Zimmer's exchange
offers are not being made, directly or indirectly, in or into, and will not be
capable of acceptance from or within, any jurisdiction in which the making of
such exchange offers or the acceptance thereof would not be in compliance with
the laws of that jurisdiction. Persons who come into possession of Zimmer's
offer documents should inform themselves of and observe any of these
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any of these jurisdictions. Zimmer does not
assume any responsibility for any violation by any person of any of these
restrictions. ZIMMER IS NOT MAKING ANY EXCHANGE OFFERS IN OR INTO - AND ZIMMER'S
EXCHANGE OFFERS MAY NOT BE ACCEPTED IN OR FROM - AUSTRALIA, CANADA OR JAPAN.
[CREDIT SUISSE LOGO]
Publication by Credit Suisse First Boston, Zurich, in the following newspapers
(publication date: September 2, 2003):
- Neue Zurcher Zeitung
- Finanz und Wirtschaft (publication on September 3, 2003)
- Le Temps