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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 21 (FINAL AMENDMENT)
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CENTERPULSE AG
(Name of Subject Company (Issuer))
ZIMMER HOLDINGS, INC.
(Names of Filing Persons (Offerors))
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REGISTERED SHARES, NOMINAL VALUE CHF 30.00 PER SHARE
(Title of Class of Securities)
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NOT APPLICABLE*
(CUSIP Number of Class of Securities)
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DAVID C. DVORAK, ESQ.
ZIMMER HOLDINGS, INC.
345 EAST MAIN STREET
WARSAW, INDIANA 46580
(574) 267-6131
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
COPIES TO:
MORTON A. PIERCE, ESQ.
M. ADEL ASLANI-FAR, ESQ.
JACK S. BODNER, ESQ.
DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 259-8000
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* There is no CUSIP Number assigned to the registered shares. CUSIP No.
152005104 has been assigned to the American depositary shares of
Centerpulse AG that are quoted on the New York Stock Exchange under the
symbol "CEP." CUSIP No. 152005203 has been assigned to the American
depositary shares of Centerpulse AG that were issued pursuant to a
restricted American depositary receipt facility and are not publicly
traded.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
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This Amendment No. 21 is the final amendment and supplement to the Tender
Offer Statement on Schedule TO, dated June 19, 2003 (as previously amended or
supplemented, the "Schedule TO"), filed by Zimmer Holdings, Inc., a Delaware
corporation ("Zimmer"), relating to the third-party tender offer by Zimmer to
exchange 3.68 shares of common stock, par value US$0.01 per share, of Zimmer
("Zimmer Common Stock") and CHF 120 in cash, for each outstanding registered
share, nominal value CHF 30 per share, of Centerpulse AG, a listed company
incorporated in Switzerland ("Centerpulse"), including registered shares
represented by Centerpulse American depositary shares ("ADSs"), upon the terms
and subject to the conditions set forth in the prospectus (as modified,
amended or supplemented, the "Prospectus"), the related ADS Letter of
Transmittal and Form of Declaration of Acceptance and Assignment (collectively
referred to as the "Offer"), which are attached to the Schedule TO as Exhibits
(a)(1), (a)(2) and (a)(3), respectively. Capitalized terms used but not defined
herein have the meanings assigned to such terms in the Prospectus and in the
Schedule TO.
Zimmer has filed a Registration Statement on Form S-4, of which the
Prospectus is a part, relating to shares of Zimmer Common Stock to be issued to
holders of Centerpulse registered shares (including registered shares
represented by Centerpulse American depositary shares) in the Offer (the
"Registration Statement").
The information set forth in the entire Registration Statement, including
all schedules, exhibits and annexes thereto, the related ADS Letter of
Transmittal, the related Form of Declaration of Acceptance and Assignment and
any prospectus, prospectus supplement or other supplement thereto related to the
Offer hereafter filed with the Securities and Exchange Commission by Zimmer is
hereby expressly incorporated by reference in answer to Items 1 through 11 of
the Schedule TO.
ITEMS 1 THROUGH 11.
Items 1 through 11 are hereby amended and supplemented as follows:
On September 19, 2003, Zimmer announced pursuant to Swiss law the
definitive final results of the Offer and its offer for all of the outstanding
bearer shares of InCentive Capital AG ("InCentive"), which beneficially owns
2,237,577 Centerpulse registered shares representing approximately 18.3% of the
issued Centerpulse shares (such offer, the "InCentive Offer" and, together with
the Offer, the "Offers").
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 the Offer), as of the expiration of the subsequent offering
period, an aggregate of 9,006,144 Centerpulse registered shares and 8,585,666
ADSs, including 321,201 ADSs subject to guaranteed delivery, were tendered and
not withdrawn in the initial offering period and subsequent offering period.
Based on information provided by Centerpulse, the foregoing shares and ADSs
represent approximately 80.5% and, together with the Centerpulse registered
shares held by InCentive, 98.7% of the issued Centerpulse registered
shares (including shares represented by ADSs).
Based on the results of the mix and match elections in the Offers,
holders of Centerpulse registered shares and ADSs who elected to receive "as
many shares of Zimmer Common Stock as possible" will receive 3.7947 shares of
Zimmer Common Stock and CHF 112.83 net in cash for each tendered registered
share and 0.3795 of a share of Zimmer Common Stock and the U.S. dollar
equivalent of CHF 11.28 net in cash for each tendered ADS. Holders of
Centerpulse registered shares and 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 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 for each tendered ADS.
In addition, based on information provided by Credit Suisse First
Boston (the Swiss offer manager for the InCentive Offer), an aggregate of
2,146,871 InCentive bearer shares were tendered and not withdrawn in the
initial offering period and subsequent offering period. The foregoing shares
represent approximately 99.9% of the issued InCentive bearer shares.
Furthermore, based on the above-described mix and match results,
holders of InCentive bearer shares who elected to receive "as many shares of
Zimmer Common Stock as possible" will receive 4.0059 shares of Zimmer Common
Stock and CHF 168.15 net in cash for each tendered bearer share. Holders of
InCentive bearer shares who elected to receive "as much cash as possible" will
receive CHF 418.52 net in cash for each tendered bearer share. Holders of
InCentive bearer shares 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.
On September 19, 2003, Zimmer issued the press release attached to this
Schedule TO as exhibit (a)(44) relating to the above. Zimmer also made an
announcement, an English translation of which is attached to this Schedule TO
as exhibit (a)(45), relating to the Offer, as well as an announcement, an
English translation of which is attached to this Schedule TO as exhibit
(a)(46), relating to the InCentive Offer. The information set forth in the
above-referenced documents is specifically incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended by adding the following
exhibits thereto:
(a)(44) Press Release of Zimmer Holdings, Inc., dated September 19, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
September 19, 2003).
(a)(45) Announcement of Zimmer Holdings, Inc., dated September 19, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
September 19, 2003).
(a)(46) Announcement of Zimmer Holdings, Inc., dated September 19, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
September 19, 2003).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
ZIMMER HOLDINGS, INC.
By: /s/ J. Raymond Elliott
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J. Raymond Elliott
Chairman of the Board,
President and Chief Executive Officer
Date: September 19, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(1) Prospectus, dated June 19, 2003 (incorporated herein by reference to
Zimmer Holdings, Inc.'s Rule 424(b)(3) filing in connection with
Registration Statement No. 333-105561 made with the Securities and
Exchange Commission on June 20, 2003).
(a)(2) Form of ADS Letter of Transmittal (incorporated herein by reference
to Exhibit 99.1 of Zimmer Holdings, Inc.'s Registration Statement on
Form S-4/A, Registration No. 333-105561, filed with the Securities
and Exchange Commission on June 18, 2003).
(a)(3) Form of Declaration of Acceptance and Assignment (incorporated
herein by reference to Exhibit 99.2 of Zimmer Holdings, Inc.'s
Registration Statement on Form S-4/A, Registration No. 333-105561,
filed with the Securities and Exchange Commission on June 18, 2003).
(a)(4) Form of ADS Notice of Guaranteed Delivery (incorporated herein by
reference to Exhibit 99.3 of Zimmer Holdings, Inc.'s Registration
Statement on Form S-4/A, Registration No. 333-105561, filed with the
Securities and Exchange Commission on June 18, 2003).
(a)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated herein by reference to
Exhibit 99.4 of Zimmer Holdings, Inc.'s Registration Statement on
Form S-4/A, filed with the Securities and Exchange Commission on
June 18, 2003).
(a)(6) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (incorporated herein by
reference to Exhibit 99.5 of Zimmer Holdings Registration Statement
on Form S-4/A, Registration No. 333-105561, filed with the
Securities and Exchange Commission on June 18, 2003).
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated herein by reference to Exhibit
99.6 of Zimmer Holdings, Inc.'s Registration Statement on Form
S-4/A, Registration No. 333-105561, filed with the Securities and
Exchange Commission on June 18, 2003).
(a)(8) Swiss Pre-Announcement, dated May 20, 2003, of Zimmer Holdings, Inc.
with respect to its offer for Centerpulse registered shares
(including shares represented by Centerpulse American depositary
shares) (incorporated herein by reference to Zimmer Holdings, Inc.'s
Rule 425 filing made with the Securities and Exchange Commission on
May 20, 2003).
(a)(9) Press Release of Zimmer Holdings, Inc., dated May 20, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on May
20, 2003).
(a)(10) Slide Presentation of Zimmer Holdings, Inc., dated May 20, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on May
20, 2003).
(a)(11) Published Letter of Zimmer Holdings, Inc., dated May 21, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on May
21, 2003).
(a)(12) Press Release of Zimmer Holdings, Inc., dated May 29, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on May
30, 2003).
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
(a)(13) Form of Swiss Offer Prospectus (incorporated herein by reference to
Exhibit 99.9 of Zimmer Holdings, Inc.'s Registration Statement on
Form S-4/A, Registration No. 333-105561, filed with the Securities
and Exchange Commission on June 18, 2003).
(a)(14) Swiss Offer Prospectus Summary, dated June 19, 2003, (incorporated
herein by reference to Zimmer Holdings, Inc.'s Rule 425 filing made
with the Securities and Exchange Commission on June 19, 2003).
(a)(15) Press Release of Zimmer Holdings, Inc., dated June 19, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on June
19, 2003).
(a)(16) Press Release by Zimmer Holdings, Inc., dated June 20, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on June
20, 2003).
(a)(17) Form of letter to registered holders of Centerpulse shares.*
(a)(18) Announcement of Zimmer Holdings, Inc., dated July 9, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on July
9, 2003).
(a)(19) Press Release of Zimmer Holdings, Inc., dated July 9, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on July
9, 2003).
(a)(20) Press Release of Zimmer Holdings, Inc., dated July 16, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on July
16, 2003).
(a)(21) Press Release of Zimmer Holdings, Inc., dated July 22, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
July 22, 2003).
(a)(22) Press Release of Zimmer Holdings, Inc., dated July 23,2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on July
23,2003).
(a)(23) Press Release of Zimmer Holdings, Inc., dated July 23, 2003
(incorporated by herein reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on July
23, 2003).
(a)(24) Press Release of Zimmer Holdings, Inc., dated July 25, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s, Rule
425 filing made with the Securities and Exchange Commission on July
25, 2003).
(a)(25) Transcript of Zimmer Holdings, Inc. Earnings Conference Call held
on July 24, 2003 (incorporated herein by reference to Zimmer
Holdings Inc.'s Rule 425 filing made with the Securities and
Exchange Commission July 25, 2003).
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
(a)(26) Press Release of Zimmer Holdings, Inc., dated July 30, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on July
30, 2003).
(a)(27) Press Release of Zimmer Holdings, Inc., dated August 6, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
August 6, 2003).
(a)(28) Press Release of Zimmer Holdings, Inc., dated August 6, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
August 6, 2003).
(a)(29) Correspondence to Zimmer Employees and Sales Force Members, dated
August 6, 2003 (incorporated herein by reference to Zimmer
Holdings, Inc.'s Rule 425 filing made with the Securities and
Exchange Commission on August 7, 2003).
(a)(30) Press Release of Zimmer Holdings, Inc., dated August 13, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
August 13, 2003).
(a)(31) Press Release of Zimmer Holdings, Inc., dated August 15, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
August 18, 2003).
(a)(32) Employee Newsletter of Zimmer Holdings, Inc., distributed August 19,
2003 (incorporated herein by reference to Zimmer Holdings, Inc.'s
Rule 425 filing made with the Securities and Exchange Commission on
August 20, 2003.)
(a)(33) Press Release of Zimmer Holdings, Inc., dated August 20, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s
Rule 425 filing made with the Securities and Exchange Commission on
August 20, 2003).
(a)(34) Press Release of Zimmer Holdings, Inc., dated August 21, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s
Rule 425 filing made with the Securities and Exchange Commission on
August 21, 2003).
(a)(35) Announcement of Zimmer Holdings, Inc., dated August 22, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
August 22, 2003).
(a)(36) Press Release of Zimmer Holdings, Inc., dated August 26, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
August 26, 2003).
(a)(37) Press Release of Zimmer Holdings, Inc., dated August 28, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
August 28, 2003).
(a)(38) Press Release of Zimmer Holdings, Inc., dated September 2, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
September 2, 2003).
(a)(39) Announcement of Zimmer Holdings, Inc., dated September 2, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
September 2, 2003).
(a)(40) Announcement of Zimmer Holdings, Inc., dated September 2, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
September 2, 2003).
(a)(41) Media Release of Zimmer Holdings, Inc., dated September 4, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
September 4, 2003).
(a)(42) Presentation Materials of Zimmer Holdings, Inc. made available at
Zimmer Holdings, Inc.'s European Investor Meetings on September 4,
2003 (incorporated herein by reference to Zimmer Holdings, Inc.'s
Rule 425 filing made with the Securities and Exchange Commission on
September 4, 2003).
(a)(43) Press Release of Zimmer Holdings, Inc., dated September 16, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
September 16, 2003)
(a)(44) Press Release of Zimmer Holdings, Inc., dated September 19, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
September 19, 2003).
(a)(45) Announcement of Zimmer Holdings, Inc., dated September 19, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
September 19, 2003).
(a)(46) Announcement of Zimmer Holdings, Inc., dated September 19, 2003
(incorporated herein by reference to Zimmer Holdings, Inc.'s Rule
425 filing made with the Securities and Exchange Commission on
September 19, 2003).
(b)(1) $1,350,000,000 Revolving Credit and Term Loan Agreement among Zimmer
Holdings, Inc., Zimmer, Inc., Zimmer K.K., Zimmer Ltd., the
borrowing subsidiaries, and lenders named therein, dated as of June
12, 2003 (incorporated herein by reference to Exhibit 10.27 of
Zimmer Holdings, Inc.'s Registration Statement on Form S-4/A,
Registration No. 333-105561, filed with the Securities and Exchange
Commission on June 13, 2003).
(b)(2) $400,000,000 364-Day Credit Agreement among Zimmer Holdings, Inc.,
Zimmer, Inc., the borrowing subsidiaries, and lenders named therein,
dated as of June 12, 2003 (incorporated herein by reference to
Exhibit 10.28 of Zimmer Holdings, Inc.'s Registration Statement on
Form S-4/A, Registration No. 333-105561, filed with the Securities
and Exchange Commission on June 13, 2003).
(d)(1) Agreement, dated as of August 31, 2003, by and among Zimmer
Holdings, Inc. and certain shareholders of Incentive Capital AG
listed therein.*
(g) None.
(h)(1) Tax opinion of Dewey Ballantine LLP (re: U.S. tax matters)
(incorporated herein by reference to Exhibit 8.1 of Zimmer Holdings,
Inc.'s Registration Statement on Form S-4/A, Registration No.
333-105561, filed with the Securities and Exchange Commission on
June 19, 2003).
(h)(2) Tax opinion of Pestalozzi Lachenal Patry (re: Swiss tax matters)
(incorporated herein by reference to Exhibit 8.2 of Zimmer Holdings,
Inc.'s Registration Statement on Form S-4/A, Registration No.
333-105561, filed with the Securities and Exchange Commission on
June 18, 2003).
(h)(3) Tax opinion of Bird & Bird (re: U.K. tax matters) (incorporated
herein by reference to Exhibit 8.3 of Zimmer Holdings, Inc.'s
Registration Statement on Form S-4/A, Registration No. 333-105561,
filed with the Securities and Exchange Commission on June 18, 2003).
* Previously filed.