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 16, 2003, Zimmer Holdings, Inc. issued the following press
release.
Contact: MEDIA INVESTORS
Brad Bishop Sam Leno
Public Affairs Chief Financial Officer
574-372-4291 574-372-4790
bradley.bishop@zimmer.com sam.leno@zimmer.com
ZIMMER ANNOUNCES PRELIMINARY FINAL RESULTS OF
EXCHANGE OFFERS FOR CENTERPULSE AND INCENTIVE CAPITAL
(WARSAW, IN) SEPTEMBER 16, 2003 - Zimmer Holdings, Inc. (NYSE: ZMH) announced
today the preliminary final 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 representing approximately 18.3% of the issued Centerpulse shares. The
subsequent offering period (or additional acceptance period) for each of
Zimmer's exchange offers expired at 4:00 p.m., Central European time, 10:00
a.m., New York City time, on Monday, September 15, 2003.
Based on preliminary 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), an aggregate of 9,006,082
Centerpulse registered shares and 8,655,097 Centerpulse American depositary
shares ("ADSs"), including Centerpulse ADSs subject to guaranteed delivery, were
tendered and not withdrawn in the initial offering period and subsequent
offering period. Based on information provided today by Centerpulse, the
foregoing shares and ADSs represent approximately 80.5% and, together with the
Centerpulse registered shares held by InCentive Capital, 98.8% of the issued
Centerpulse registered shares (including shares represented by Centerpulse
ADSs).
Based on preliminary information provided by Credit Suisse First Boston (the
Swiss offer manager for Zimmer's InCentive Capital offer), an aggregate of
2,146,821 bearer shares of InCentive Capital were tendered and not withdrawn in
the initial offering period and subsequent offering period. The foregoing
shares represent approximately 99.9% of the issued bearer shares of InCentive
Capital.
"We are pleased to mark this step in the process of creating the world's #1
pure play orthopaedics company," said Ray Elliott, Chairman, President and CEO
of Zimmer. "The integration process is now underway to combine the
complementary strengths of our two great organizations, and we look forward to
closing the transaction on October 2, 2003."
Zimmer will announce the definitive final results of its Centerpulse offer and
its InCentive Capital offer and the final results of the mix and match
elections on September 19, 2003 in accordance with Swiss law.
The exchange of Centerpulse registered shares, Centerpulse ADS and bearer
shares of InCentive Capital for shares of Zimmer common stock and cash will
take place on October 2, 2003.
Based on the preliminary results of the mix and match elections in Zimmer's
Centerpulse offer and InCentive Capital offer, holders of Centerpulse
registered shares and Centerpulse ADSs who elected to receive "as many shares
of Zimmer common stock as possible" are expected to receive 3.7942 shares of
Zimmer common stock and CHF 112.86 net in cash for each tendered registered
share and 0.3794 of a share of Zimmer common stock and the U.S. dollar
equivalent of CHF 11.29 net in cash for each tendered ADS. Holders of
Centerpulse registered shares and Centerpulse ADSs who elected to receive "as
much cash as possible" will receive CHF 350.00 net in cash for each tendered
registered share and the U.S. dollar equivalent of CHF 35.00 net in cash for
each tendered ADS. Holders of Centerpulse registered shares and Centerpulse
ADSs who elected to receive the "standard entitlement" or who did not make any
mix and match elections will receive 3.68 shares of Zimmer common stock and CHF
120.00 net in cash for each tendered registered share and 0.368 of a share of
Zimmer common stock and the U.S. dollar equivalent of CHF 12.00 net in cash for
each tendered ADS.
In addition, based on the above-described mix and match election results,
holders of bearer shares of InCentive Capital who elected to receive "as many
shares of Zimmer common stock as possible" are expected to receive 4.0050 shares
of Zimmer common stock and CHF 168.21 net in cash for each tendered bearer
share. Holders of bearer shares of InCentive Capital who elected to receive "as
much cash as possible" will receive CHF 418.52 net in cash for each tendered
bearer share. Holders of bearer shares of InCentive Capital who elected to
receive the "standard entitlement" or who did not make any mix and match
elections will receive 3.8349 shares of Zimmer common stock and CHF 178.84 net
in cash for each tendered bearer share.
Shares of Zimmer common stock to be issued pursuant to the exchange offers have
been authorized for listing on the New York Stock Exchange. Zimmer has applied
for a secondary listing of its shares of common stock on the SWX Swiss
Exchange. Zimmer expects these shares to begin trading on the SWX Swiss
Exchange immediately following the consummation of the exchange offers.
Zimmer intends promptly to initiate the compulsory acquisition process under
Swiss law with respect to both Centerpulse and InCentive Capital. Under the
Swiss compulsory acquisition process, subject to approval by the relevant Swiss
authorities, each Centerpulse registered share (including shares represented by
Centerpulse ADSs) and each bearer share of InCentive Capital that remain
outstanding will be cancelled and converted into the right to receive the
consideration offered in Zimmer's Centerpulse offer and InCentive Capital
offer, respectively.
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. 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