EXHIBIT 99.4
CREDIT SUISSE LOGO
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 MONDAY, AUGUST 25, 2003, UNLESS THE OFFER IS EXTENDED.
June [--], 2003
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by Zimmer Holding, Inc., a Delaware corporation
("Zimmer"), to act as dealer manager in connection with Zimmer's offer 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 to Exchange, dated June [--], 2003 (the
"Prospectus"), and in the related ADS Letter of Transmittal (which, together
with the Prospectus, and any amendments or supplements thereto, collectively
constitute the "Offer"), enclosed herewith. 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.
Holders whose Centerpulse ADSs are not immediately available or who cannot
deliver their American depositary receipts ("ADRs") evidencing such Centerpulse
ADSs and all other required documents to Mellon Investor Services LLC, as U.S.
exchange agent for the Offer, or complete the procedures for book-entry transfer
prior to the expiration of the Offer must tender their Centerpulse ADSs
according to the guaranteed delivery procedures set forth in the Prospectus.
Holders of Centerpulse ADSs who validly accept the Offer may utilize a mix
and match election feature whereby they may elect to receive either more shares
of Zimmer common stock or more cash than the standard entitlement (the "Mix and
Match Election"). Holders of Centerpulse ADSs who wish to make such an 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 date of the subsequent offering period applicable to the
Offer. Any holder of Centerpulse ADSs who wishes to receive the standard
entitlement need not submit or complete the Mix and Match Election Form. Holders
of Centerpulse 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 shares of Zimmer common stock
and cash set forth in the Offer.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Centerpulse ADSs in your name or in the name of your
nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Prospectus.
2. The ADS Letter of Transmittal to tender Centerpulse ADSs for your use
and for the information of your clients with a detachable Mix and Match
Election Form included therewith. Facsimile copies of the ADS Letter of
Transmittal (with manual signatures) may be used to tender Centerpulse
ADSs. 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. The ADS Notice of Guaranteed Delivery for Centerpulse ADSs to be used
to accept the Offer if the procedures for tendering Centerpulse ADSs set
forth in the Prospectus cannot be completed on a timely basis.
4. A printed form of letter which may be sent to your clients for whose
accounts you hold Centerpulse ADSs registered in your name, with space
provided for obtaining such clients' instructions with regard to the Offer.
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
6. A return envelope addressed to the U.S. exchange agent.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 10:00 A.M., NEW YORK CITY TIME, 4:00 P.M. CENTRAL EUROPEAN TIME, ON
MONDAY, AUGUST 25, 2003, UNLESS THE OFFER IS EXTENDED.
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 Mix and Match Election allows holders of Centerpulse ADSs to 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
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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 3, 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 Monday, August 25, 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 on the transfer of Centerpulse ADSs pursuant to the
Offer.
In order to take advantage of the Offer, (i) a duly executed and properly
completed ADS Letter of Transmittal (or a manually signed facsimile thereof) and
any required signature guarantees or, in the case of a book-entry transfer, an
agent's message or other required documents, should be sent to the U.S. exchange
agent and (ii) ADRs representing the tendered Centerpulse ADSs or a timely
book-entry confirmation should be delivered to the U.S. exchange agent in
accordance with the instructions set forth in the Offer.
If holders of Centerpulse ADSs wish to tender, but it is impracticable for
them to forward their certificates or other required documents or complete the
procedures for book-entry transfer prior to the expiration of the Offer, a
tender may be effected by following the guaranteed delivery procedures specified
in the Prospectus.
Neither Zimmer nor any officer, director, stockholder, agent or other
representative of Zimmer will pay any fees or commissions to any broker, dealer
or other person (other than the U.S. exchange agent, the information agent and
the dealer manager as described in the Prospectus) for soliciting tenders of the
Centerpulse ADSs pursuant to the Offer. Zimmer will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients. Zimmer will pay or
cause to be paid any transfer taxes payable on the transfer of the Centerpulse
ADSs to it, except as otherwise provided in the ADS Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Innisfree M&A Incorporated, the information agent for the Offer, or Credit
Suisse First Boston LLC, the dealer manager, at their respective addresses and
telephone numbers set forth in the Prospectus. Requests for copies of the
enclosed materials may also be directed to the information agent.
Very truly yours,
Credit Suisse First Boston LLC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF ZIMMER, THE U.S. EXCHANGE AGENT, THE
INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS
CONTAINED THEREIN.
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