FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SPECIAL REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities and Exchange Act of 1934
For the date of September 18, 2002
CENTERPULSE LTD.
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(Translation of registrant's name into English)
ANDREASSTRASSE 15
CH-8050 ZURICH
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(Address of principal executive office)
(Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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[CENTERPULSE LOGO] Centerpulse Ltd.
Andreasstrasse 15
CH-8050 Zurich
Tel +41 (0) 1 306 96 96
Fax +41 (0) 1 306 96 97
Media Release www.centerpulse.com
Date September 18, 2002
Page 1/1
NEWS NEWS NEWS NEWS
CENTERPULSE ARRANGING FINANCING OF U.S. LITIGATION SETTLEMENT
ZURICH, SEPTEMBER 18, 2002 - CENTERPULSE IS ARRANGING FINANCING TO FULLY SATISFY
ITS FUNDING OBLIGATIONS UNDER THE U.S. SETTLEMENT AGREEMENT. THE FINANCING
SOLUTION WILL CONSIST OF DEBT FINANCING OF UP TO USD 635 MILLION AND A CAPITAL
INCREASE BY WAY OF A TRADABLE PREEMPTIVE RIGHTS OFFERING OF APPROXIMATELY USD
165 MILLION. INCENTIVE CAPITAL AG, CENTERPULSE'S MAJOR SHAREHOLDER, WILL BE
SUBSCRIBING FOR ALL THE SHARES TO WHICH IT IS ENTITLED. IN VIEW OF THIS
FINANCING SOLUTION, CENTERPULSE INTENDS TO PAY THE SETTLEMENT TRUST USD 725
MILLION, THE AMOUNT CALLED FOR IN THE SETTLEMENT AGREEMENT, ON NOVEMBER 4, 2002
IN CASH. CONSEQUENTLY, THE FINANCING IS A MAJOR STEP IN BRINGING THE U.S. CLASS
ACTION TO AN END AND WILL ALLOW THE COMPANY TO FULLY FOCUS ON ITS ONGOING
BUSINESS ACTIVITIES.
Centerpulse has signed a debt financing commitment letter with a global
financial institution. Funding is expected to be completed once formal
documentation has been agreed and certain customary conditions precedent have
been met. In particular, debt funding will be subject to the successful
execution of the rights issue. As to the rights issue, Centerpulse is very
pleased to announce that InCentive Capital AG, Centerpulse's major shareholder,
fully supports the rights issue and intends to subscribe for all the shares to
which it is entitled by its preemptive rights. The approximately USD 165 million
rights issue is expected to be fully underwritten. Under the currently envisaged
timetable for the rights issue, price and exercise ratio are expected to be
announced on September 30 and the rights trading period to start on October 3
and to end on October 8, 2002.
This financing is a major step in bringing the U.S. class action litigation to
an end. With the successful completion of this financing solution, Centerpulse
will be able to meet all its payment obligations under the U.S. settlement
agreement. The settlement agreement requires Centerpulse to fund USD 725
million, of which USD 425 million is required in cash on November 4, 2002, and
the remaining USD 300 million may be paid either in the form of Callable
Convertible Instruments (CCI) or in cash. As a result of the rights offering and
debt funding, Centerpulse intends to pay the entire USD 725 million to the
settlement trust in cash on November 4, 2002. Consequently, Centerpulse does not
intend to issue the CCI, which will take much of the uncertainty out of the
market with regards to the conditional capital and the remaining authorized
capital.
MEDIA INQUIRIES:
Centerpulse Corporate Communications
Erwin Schaerer
Phone +41 (0)1 306 96 53
Mobile +41 (0)79 407 12 25
Fax +41 (0)1 306 96 51
E-mail: press-relations@centerpulse.com
[CENTERPULSE LOGO]
Media Release
Date September 18, 2002
Page 2/2
NEWS NEWS NEWS NEWS
INVESTOR RELATIONS:
Suha Demokan Marc Ostermann
Phone +41(0)1 306 98 25 Phone +41 (0)1 306 98 24
Fax +41(0)1 306 98 31 E-mail: investor-
relations@centerpulse.com
E-mail: investor-relations@centerpulse.com
(Swiss Stock Market symbol: CEPN, New York Stock Exchange symbol: CEP)
The company's press releases are available on the Internet at:
www.centerpulse.com.
The company's 2nd quarter report is available under:
www.centerpulse.com "Investors/Financials/Financial reports"
Some of the information contained in this press release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. Centerpulse undertakes no obligation
to publicly update or revise any forward-looking statements.
This press release does not constitute, or form part of, an offer or any
solicitation of an offer, for securities.
The securities in respect of the proposed capital increase have not been and
will not be registered under the Securities Act of 1933 or under the securities
laws of any state of the United States and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements.
Copies of this press release are not being, and must not be, mailed, or
otherwise forwarded, distributed or sent in, into or from Canada, Australia,
Japan or the Republic of South Africa, or any other jurisdiction in which such
mailing would be illegal, or to publications with a general circulation in those
jurisdictions, and persons receiving this press release (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in, into or from Canada, Australia, Japan or the Republic of South Africa, or
any other jurisdiction in which such mailing would be illegal, or to
publications with a general circulation in those jurisdictions.
Stabilization / FSA.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorised.
CENTERPULSE LTD.
By: /s/ David Wise
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Name: David Wise
Title: Group Vice President and
General Counsel,
Centerpulse USA Corporation
Date: September 18, 2002