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 4, 2003, Zimmer Holdings, Inc. issued the following media release.
[ZIMMER HOLDINGS, INC. LOGO]
MEDIA RELEASE
ZIMMER AND CENTERPULSE ON THE WAY TO WORLD MARKET LEADERSHIP
WINTERTHUR OPERATION TO CONTINUE EVEN AFTER CENTERPULSE IS INTEGRATED
Zurich, 4 September 2003 - ZIMMER HOLDINGS, INC. HAS ALMOST COMPLETED ITS
ACQUISITION OF CENTERPULSE AG. THE TRANSACTION SHOULD BE FORMALLY CONCLUDED AT
THE BEGINNING OF OCTOBER. CENTERPULSE WILL THUS BECOME PART OF THE "ZIMMER"
GROUP, WHICH AFTER THE INTEGRATION WILL BECOME THE WORLD'S LEADING ORTHOPAEDICS
COMPANY, WITH TOTAL SALES OF $ 2.2 BILLION AND A STAFF OF AROUND 7,000. AS
ZIMMER CHAIRMAN AND CEO RAY J. ELLIOTT ANNOUNCED IN ZURICH, THE COMPANY WILL
CONTINUE TO MAINTAIN ITS PRESENCE IN WINTERTHUR. HE ALSO CONFIRMED HIS EARLIER
STATEMENT THAT WINTERTHUR WOULD PLAY AN IMPORTANT ROLE NOT ONLY AS A PRODUCTION
SITE, BUT ALSO IN RESEARCH AND DEVELOPMENT AND IN ZIMMER'S MEDICAL TRAINING
ACTIVITIES. WINTERTHUR WILL ALSO BE INCLUDED IN THE EVALUATION PROCESS FOR
ZIMMER'S EUROPEAN HEADQUARTERS. TO UNDERLINE SWITZERLAND'S IMPORTANCE TO THE
INTEGRATED ZIMMER GROUP, ZIMMER WILL BE APPLYING FOR A LISTING ON THE SWISS
STOCK EXCHANGE.
In Ray Elliott's view the overwhelming approval given by shareholders of
Zimmer, Centerpulse and the major shareholder of Centerpulse, Incentive Capital
AG, bears testimony to the compelling logic of the Zimmer-Centerpulse merger.
The deal opens up exciting new prospects for both companies and secures for the
new, integrated firm a leadership position within a market that is
consolidating globally. The two companies complement each other extremely well
in terms of both markets and products. Together, Zimmer and Centerpulse will be
the number 1 firm in the reconstructive implants sector in Europe, the USA, and
Japan. To ensure that it maintains its global market leadership, Zimmer will in
the future invest around 6% of sales each year - about CHF 200 million - in
researching and developing new, innovative products and processes.
Zimmer's traditionally high earnings power will continue to be a major priority
for Ray Elliott in the new configuration. The combined company in 2002 had
earnings before interest, tax, depreciation and amortization (EBITDA) in excess
of 30% of sales. In three years, synergies should produce long-term cost
savings of $ 70 to $ 90 million a year, and by the end of 2006 Zimmer aims to
have paid back all of the debt resulting from the acquisition of Centerpulse.
WINTERTHUR RETAINS ITS IMPORTANCE AS A PRODUCTION AND RESEARCH SITE
A 30 to 40-person integration team will press ahead with the merger of
Centerpulse and Zimmer as soon as the acquisition has been formally concluded.
Decisions have yet to be taken about the structure and staffing of the new
management organization. However, Max Link, Chairman of the Board and CEO of the
current Centerpulse, as well as Beatrice Tschanz, Chief Communication
Officer, Urs Kamber, Chief Financial Officer, Matthias Molleney, Head of Human
Resources, and General Secretary and Chief Legal Counsel Christian Stambach will
officially be leaving the company on the day of the Extraordinary General
Meeting to be held on 9 October.
In line with Zimmer's corporate policy, the company in Switzerland will
continue to be led by a Swiss management. The name of Centerpulse is not being
kept. In the future the company will operate under the globally known and
successful Zimmer brand. The successful product brands will, however, be
retained.
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.
# # #
For further information:
MEDIA INVESTORS
Brad Bishop Sam Leno
++1 574/372-4291 ++1 574/372-4790
bradley.bishop@zimmer.com sam.leno@zimmer.com
SWITZERLAND: Hirzel. Neef. Schmid. Consultants
Aloys Hirzel/+41 43 344 42 49/ +41 79 401 43 79 /
-
a-hirzel@konsulenten.ch
Christine Menz/+41 43 344 42 49/ +41 79 403 09 69
c-menz@konsulenten.ch
UK: M Communications
Hugh Morrison/+44 207 153 1534/morrison@mcomgroup.com
Nick Miles/+44 207 153 1535/miles@mcomgroup.com