EXHIBIT 99.5
DRAFT OF
OFFER TO EXCHANGE
ALL OUTSTANDING AMERICAN DEPOSITARY SHARES
OF
CENTERPULSE AG
FOR
CASH
AND
SHARES OF COMMON STOCK
OF
ZIMMER HOLDINGS, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
10:00 A.M., NEW YORK CITY TIME, 4:00 P.M., CENTRAL EUROPEAN TIME,
ON [--], AUGUST [--], 2003, UNLESS THE OFFER IS EXTENDED.
June [--], 2003
To Our Clients:
Enclosed for your consideration are the Offer to Exchange, dated June [--],
2003 (the "Prospectus"), and the related ADS Letter of Transmittal (which,
together with the Prospectus, and any amendments or supplements thereto,
collectively constitute the "Offer"), relating to an offer by Zimmer Holdings,
Inc., a Delaware corporation ("Zimmer"), to exchange 0.368 of a share of Zimmer
common stock, par value $0.01 per share, and the U.S. dollar equivalent of CHF
12 in cash, without interest, for each outstanding American depositary share
("ADS") of Centerpulse AG, a listed company incorporated in Switzerland
("Centerpulse"), upon the terms and subject to the conditions set forth in the
Offer. The Offer is being made in connection with Zimmer's offer to acquire all
outstanding Centerpulse registered shares (including registered shares
represented by Centerpulse ADSs).
A TENDER OF SUCH CENTERPULSE ADSS CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED ADS LETTER OF TRANSMITTAL
IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO
TENDER CENTERPULSE ADSS HELD BY US FOR YOUR ACCOUNT.
Pursuant to the ADS Letter of Transmittal, if you so instruct us as
described herein, we will deliver the Centerpulse ADSs to the U.S. exchange
agent and instruct it to have the Centerpulse registered shares underlying the
Centerpulse ADSs tendered to Zimmer. References in this document to the tender
of Centerpulse ADSs shall mean the foregoing process.
Accordingly, we request instructions as to whether you wish to tender any
or all of the Centerpulse ADSs held by us for your account, upon the terms and
conditions set forth in the Offer.
Please note the following:
1. The consideration for each Centerpulse ADS is 0.368 of a share of
Zimmer common stock and the U.S. dollar equivalent of CHF 12 in cash,
without interest.
2. The Offer will contain a mix and match election feature (the "Mix and
Match Election"), whereby holders of Centerpulse ADSs may elect to receive
either more shares of Zimmer common stock or more cash than the standard
entitlement of 0.368 of a share of Zimmer common stock and the U.S. dollar
equivalent of CHF 12 in cash, without interest, per Centerpulse ADS.
However, this election will be available to holders of Centerpulse ADSs
only to the extent that off-setting elections have been made by other
tendering securityholders in the Offer or the concurrent
exchange offer made by Zimmer for the bearer shares of InCentive Capital AG
("InCentive") to receive more shares of Zimmer common stock or more cash.
To the extent that elections cannot be satisfied as a result of such
off-setting elections, entitlements to shares of Zimmer common stock and
cash in excess of the standard entitlement will be reduced on a pro rata
basis. Once the share allocations have been determined, the cash element of
the consideration will be reduced or increased (as the case may be) for
each securityholder who has been allocated an increased or reduced number
of shares of Zimmer common stock. All calculations will be made by
reference to the number of acceptances and elections as of the last day of
the subsequent offering period applicable to the Offer and, for the
purposes of these calculations, the value per share of Zimmer common stock
shall be $48.28. Holders of Centerpulse ADSs who wish to utilize the Mix
and Match Election must complete the Mix and Match Election Form attached
to the ADS Letter of Transmittal and return it to the U.S. exchange agent
either at the time of the submission of the ADS Letter of Transmittal or at
any time thereafter, but prior to the expiration of the subsequent offering
period applicable to the Offer. For a valid Mix and Match Election to be
made, the properly completed and duly executed Mix and Match Election Form
must be received by the U.S. exchange agent prior to the expiration of the
subsequent offering period applicable to the Offer. Any holder of ADSs who
wishes to receive the standard entitlement need not submit or complete a
Mix and Match Election Form. Holders of ADSs who do not properly complete
and submit the Mix and Match Election Form to the U.S. exchange agent in a
timely fashion will receive the standard entitlement of Zimmer common stock
and cash set forth in the Offer.
3. Zimmer is using the Prospectus to make the Offer for all outstanding
ADSs and for all Centerpulse registered shares held by holders located in
the United States. Zimmer is using a separate Swiss exchange offer
prospectus, to which the Prospectus is attached as an Exhibit, to make the
Offer for all outstanding Centerpulse registered shares and ADSs held in
Switzerland and in other jurisdictions outside the United States.
4. Under Swiss law, the Offer is subject to a "cooling-off" period of 10
Swiss trading days at the beginning of the Offer period during which
tenders of Centerpulse ADSs will not be recognized as valid tenders under
the Offer. Therefore, July [--], 2003 is the first date upon which tenders
of Centerpulse ADSs will be recognized as valid tenders under the Offer.
5. The Offer and withdrawal rights will expire at 10:00 a.m., New York
City time, 4:00 p.m., Central European time, on [--], August [--], 2003,
unless the Offer is extended.
6. The Offer is conditioned upon, among other things, Zimmer having
received valid acceptances for at least 66 2/3% of the total number of the
Centerpulse registered shares outstanding, including registered shares
represented by ADSs, and Centerpulse registered shares held by InCentive
(if Zimmer's exchange offer for bearer shares of InCentive has become
unconditional), as of the expiration of the offer period applicable to the
Offer. The Offer is also subject to the other terms and conditions
contained in the Prospectus.
7. Tendering securityholders will not be obligated to pay brokerage fees
or commissions to Zimmer, the U.S. exchange agent, the information agent or
the dealer manager or, except as set forth in the ADS Letter of
Transmittal, stock transfer taxes on the transfer of Centerpulse ADSs
pursuant to the Offer.
If you wish to have us tender any or all of your Centerpulse ADSs, please
so instruct us by completing, executing, detaching and returning to us the
instruction form contained in this letter. An envelope to return your
instructions to us is enclosed. If you authorize tender of your Centerpulse
ADSs, all such ADSs will be tendered unless otherwise indicated in such
instruction form. PLEASE FORWARD YOUR INSTRUCTIONS TO US AS SOON AS POSSIBLE TO
ALLOW US AMPLE TIME TO TENDER YOUR CENTERPULSE ADSS ON YOUR BEHALF PRIOR TO THE
EXPIRATION OF THE OFFER.
The Offer is made solely by the Prospectus and the related ADS Letter of
Transmittal and any supplements or amendments thereto. The Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of
Centerpulse ADSs residing in any jurisdiction in which the making of the Offer
or acceptance thereof would not be in compliance with the securities laws of
such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO
THE OFFER TO EXCHANGE
ALL OUTSTANDING AMERICAN DEPOSITARY SHARES
OF
CENTERPULSE AG
FOR CASH
AND
SHARES OF COMMON STOCK
OF
ZIMMER HOLDINGS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Exchange, dated June [--], 2003 (the "Prospectus"), and the related ADS
Letter of Transmittal (which, together with the Prospectus, and any amendments
or supplements thereto, collectively constitute the "Offer"), in connection with
the offer by Zimmer Holdings, Inc., a Delaware corporation ("Zimmer"), to
exchange 0.368 of a share of Zimmer common stock, par value $0.01 per share, and
the U.S. dollar equivalent of CHF 12 in cash, without interest, for each
outstanding American depositary share ("ADS") of Centerpulse AG, a listed
company incorporated in Switzerland ("Centerpulse").
This will instruct you to tender to Zimmer the number of ADSs indicated
below (or if no number is indicated below, all such ADSs) which are held by you
for the account of the undersigned, upon the terms and subject to the conditions
set forth in the Offer.
<Table>
Number of ADSs SIGN HERE
to be Tendered:* ----------------------------------- -----------------------------------------------------------
-----------------------------------------------------------
(SIGNATURE(S))
Account Number: ---------------------------------- -----------------------------------------------------------
Date: -----------------------------------------------, 2003 -----------------------------------------------------------
(PRINT NAME(S))
-----------------------------------------------------------
-----------------------------------------------------------
(PRINT ADDRESS(ES))
-----------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER(S))
-----------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
</Table>
- ---------------
* Unless otherwise indicated, it will be assumed that all ADSs held by us for
your account are to be tendered.
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MIX AND MATCH ELECTION FORM
You may utilize the Mix and Match Election so long as you accept the Offer
prior to the expiration of the subsequent offering period applicable to the
Offer. To utilize the Mix and Match Election you must complete and return this
Mix and Match Election Form to our attention prior to the expiration of the
subsequent offering period applicable to the Offer.
COMPLETE THIS FORM IF YOU WISH TO ELECT TO RECEIVE EITHER MORE SHARES OF ZIMMER
COMMON STOCK OR MORE CASH THAN THE STANDARD ENTITLEMENT.
<Table>
1 CENTERPULSE ADSS -- TOTAL NUMBER OF ADSS BOX 1
Total number of Centerpulse ADSs tendered.
2 CENTERPULSE ADSS -- ELECTIONS BOX 2A
Number of tendered Centerpulse ADSs for which you would like
to receive the standard entitlement of 0.368 of a share of
Zimmer common stock and the U.S. dollar equivalent of CHF 12
in cash, without interest, per Centerpulse ADS.
BOX 2B
Number of Centerpulse ADSs for which you would like to make
a Mix and Match Election. You must also complete Box 3A
and/or Box 3B if you make this election.
Note: The total number of Centerpulse ADSs in Box 2A and Box
2B must equal the number of Centerpulse ADSs in Box 1.
3 CENTERPULSE ADSS -- MIX AND MATCH ELECTION BOX 3A
Number of tendered Centerpulse ADSs for which you would like
to receive the maximum number of shares of Zimmer common
stock possible.
BOX 3B
Number of Centerpulse ADSs for which you would like to
receive the maximum amount of cash possible.
Note: The total number of Centerpulse ADSs in Box 3A and Box
3B must equal the number of Centerpulse ADSs in Box 2B.
</Table>
<Table>
SIGN HERE
--------------------------------------------------------
--------------------------------------------------------
(SIGNATURE(S))
--------------------------------------------------------
Account Number: -------------------------------- --------------------------------------------------------
(PRINT NAME(S))
Date: ---------------------------------------------, --------------------------------------------------------
2003 --------------------------------------------------------
(PRINT ADDRESS(ES))
--------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER(S))
--------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
</Table>
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