EXHIBIT 99.1
ADS LETTER OF TRANSMITTAL
TO TENDER AMERICAN DEPOSITARY SHARES
OF
CENTERPULSE AG
PURSUANT TO THE PROSPECTUS/OFFER TO EXCHANGE
DATED JUNE [--], 2003
BY
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.
U.S. Exchange Agent for the Offer is:
MELLON INVESTOR SERVICES LLC
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By Mail: For ADS Notice of Guaranteed Delivery By By Overnight Courier:
Facsimile Transmission:
Mellon Investor Services LLC (For Eligible Institutions Only) Mellon Investor Services LLC
Reorganization Department (201) 296-4293 Reorganization Department
P.O. Box 3301 85 Challenger Road
South Hackensack, New Jersey 07606 Confirm Facsimile by Telephone: Mail Stop -- Reorg
(201) 296-4860 Ridgefield Park, New Jersey 07660
(For Confirmation Only)
By Hand:
Reorganization Department
120 Broadway, 13th Floor
New York, New York 10271
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DELIVERY OF THIS ADS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY TO THE U.S. EXCHANGE AGENT. YOU
MUST SIGN THIS ADS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW
AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS ADS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS ADS LETTER OF TRANSMITTAL IS COMPLETED.
THIS ADS LETTER OF TRANSMITTAL IS TO BE USED ONLY FOR TENDERING ADRS (AS
DEFINED BELOW) EVIDENCING ADSS (AS DEFINED BELOW) REPRESENTING CENTERPULSE
REGISTERED SHARES. DO NOT USE THIS ADS LETTER OF TRANSMITTAL FOR TENDERING
CENTERPULSE REGISTERED SHARES.
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<Caption>
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DESCRIPTION OF AMERICAN DEPOSITARY SHARES (ADSS) TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) ADSS TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
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NUMBER OF
ADSS NUMBER OF
CERTIFICATE REPRESENTED ADSS
NUMBER(S)* THEREBY* TENDERED**
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Total ADSs
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</Table>
<Table>
* Need not be completed by securityholders tendering by
book-entry transfer.
** Unless otherwise indicated, it will be assumed that all ADSs
represented by any certificate delivered to the U.S.
exchange agent are being tendered. See Instruction 4.
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</Table>
1
This ADS Letter of Transmittal is to be completed by holders of American
depositary shares ("ADSs") of Centerpulse AG, a listed company incorporated in
Switzerland ("Centerpulse"). American depositary receipts ("ADRs") representing
Centerpulse ADSs are to be forwarded herewith unless an agent's message is
utilized, then delivery of Centerpulse ADSs is to be made by book-entry transfer
to the U.S. exchange agent's account at The Depository Trust Company
(hereinafter referred to as the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in the Prospectus (as defined below). DELIVERY OF DOCUMENTS
TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE U.S.
EXCHANGE AGENT.
Holders whose Centerpulse ADSs are not immediately available or who cannot
deliver their ADRs representing Centerpulse ADSs and all other documents
required hereby to the U.S. exchange agent by the expiration date of the Offer
(as defined below), or who cannot comply with the book-entry transfer procedures
on a timely basis, may nevertheless tender their Centerpulse ADSs pursuant to
the guaranteed delivery procedures set forth in the Prospectus. See Instruction
2. 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.
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 common stock, par value $0.01 per share, of Zimmer Holdings, Inc., a
Delaware corporation ("Zimmer"), 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 tendered 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 or
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
assumed value per share of Zimmer common stock shall be $48.28, the same as the
closing price of a share of Zimmer common stock on May 19, 2003, the day
immediately prior to the pre-announcement of the Offer and the Incentive
exchange offer.
For each Centerpulse ADS tendered, tendering Centerpulse ADS holders can
elect from the following mix and match alternatives on the enclosed Mix and
Match Election Form:
- the standard entitlement set forth above;
- as many shares of Zimmer common stock as possible; and
- as much cash as possible.
Tendering Centerpulse ADS holders who wish to make a Mix and Match Election
may do so by submitting the Mix and Match Election Form attached hereto to the
U.S. exchange agent prior to the expiration of the subsequent offering period
applicable to the Offer. Tendering Centerpulse ADS holders who have not properly
completed and submitted a Mix and Match Election Form prior to that time will
receive the standard entitlement. Centerpulse ADS holders who make a Mix and
Match Election will not be informed of the exact number of shares of Zimmer
common stock or the amount of cash they will receive until settlement of the
consideration under the Offer and the InCentive exchange offer.
2
IF YOUR ADRS REPRESENTING CENTERPULSE ADSS HAVE BEEN LOST, STOLEN OR DESTROYED,
SEE INSTRUCTION 9.
[ ] CHECK HERE IF CENTERPULSE ADSS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE U.S. EXCHANGE AGENT'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account No. at The Depository Trust Company:
------------------------------- Transaction Code No.
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[ ] CHECK HERE IF CENTERPULSE ADSS ARE BEING DELIVERED PURSUANT TO AN ADS
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE U.S. EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Tendering Securityholder(s):
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Date of Execution of ADS Notice of Guaranteed Delivery:
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Name of Institution which Guaranteed Delivery:
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If Delivery is by Book-Entry Transfer:
Name of Tendering Institution:
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Account No. at The Depository Trust Company:
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Transaction Code No.:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
3
Ladies and Gentlemen:
The undersigned hereby delivers to Zimmer Holdings, Inc., a Delaware
corporation ("Zimmer"), each of the above-described American depositary shares
("ADSs") of Centerpulse AG, a listed company incorporated in Switzerland
("Centerpulse"), in exchange for 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, per tendered Centerpulse ADS, upon the terms and subject to the
conditions set forth in the Offer to Exchange, dated June [--], 2003 (the
"Prospectus"), and in this ADS Letter of Transmittal (which, together with the
Prospectus, and any amendments or supplements hereto or thereto, collectively
constitute 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.
The undersigned hereby instructs the U.S. exchange agent to accept the
Offer on behalf of the undersigned with respect to the Centerpulse ADSs (which
expression in this ADS Letter of Transmittal shall, except where the context
otherwise requires, be deemed to include, without limitation, the Centerpulse
registered shares represented thereby) delivered herewith.
Subject to and effective upon acceptance of and payment for the Centerpulse
registered shares underlying the Centerpulse ADSs delivered herewith, the
undersigned hereby sells, assigns and transfers to or upon the order of Zimmer,
all right, title and interest in and to all the Centerpulse registered shares
tendered by the U.S. exchange agent on behalf of the undersigned in respect of
the Centerpulse ADSs delivered hereby (and any and all other Centerpulse
registered shares or other securities issued or issuable in respect thereof) and
appoints Mellon Investor Services LLC as the U.S. exchange agent for the Offer,
the true and lawful agent and attorney-in-fact of the undersigned, with full
knowledge that the U.S. exchange agent is also acting as the agent of Zimmer in
connection with the Offer, with respect to such Centerpulse registered shares,
the Centerpulse ADSs (and all such other Centerpulse registered shares or
securities), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (a) have the
American depositary receipts ("ADRs") evidencing the Centerpulse ADSs delivered
to the U.S. exchange agent or, if tender is by book-entry transfer, transfer
Centerpulse ADSs to the account of the U.S. exchange agent at The Depository
Trust Company (hereinafter referred to as the "Book-Entry Transfer Facility"),
together, in any such case, with all accompanying evidences of transfer and
authenticity to the U.S. exchange agent or upon the order of the U.S. exchange
agent, in each case, acting upon the instruction of Zimmer, (b) surrender to the
depositary of the Centerpulse ADS facility the ADRs evidencing Centerpulse ADSs
or the book entry entitlement to Centerpulse ADSs and withdraw the relevant
Centerpulse registered shares, (c) cause the depositary of the Centerpulse ADS
facility to deliver the ADRs evidencing the Centerpulse registered shares
underlying the Centerpulse ADSs (and all such other Centerpulse registered
shares or securities), or transfer ownership of such Centerpulse registered
shares underlying the Centerpulse ADSs (and all such other Centerpulse
registered shares or securities) on the account books maintained with respect to
the Centerpulse registered shares, together, in any such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Zimmer, (d) deposit or cause to be deposited with the depositary of Zimmer all
shares of Zimmer common stock received in consideration for the tender of the
Centerpulse registered shares, (e) combine the undersigned's fractional
entitlements to shares of Zimmer common stock with other fractional entitlements
and sell them on the New York Stock Exchange and (f) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Centerpulse ADSs
(and all such other Centerpulse registered shares or securities), all in
accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints each designee of Zimmer as the
attorney-in-fact and proxy of the undersigned, each with full power of
substitution, to exercise all voting and other rights of the undersigned in such
manner as each such attorney and proxy or his substitute shall in his sole
judgment deem proper, with respect to all of the Centerpulse ADSs tendered
hereby which have been accepted for payment by Zimmer prior to the time of any
vote or other action (and any and all other Centerpulse registered shares or
other securities or rights issued or issuable in respect of such ADSs) at any
meeting of securityholders of Centerpulse, any actions by written consent in
lieu of any such meeting or otherwise. This proxy is irrevocable and is granted
in consideration of, and is effective upon, the acceptance for payment of the
Centerpulse registered shares represented by such Centerpulse ADSs by Zimmer in
accordance with the terms of the Offer. Such acceptance for payment shall revoke
any other proxy or written consent granted by the undersigned at any time with
respect to such Centerpulse ADSs (and all such other Centerpulse registered
shares or other securities or rights), and no subsequent proxies will be given
or written consents will be executed by the undersigned (and if given or
executed, will not be deemed effective).
4
The undersigned hereby represents and warrants that the undersigned has
full power and authority to accept the Offer and to tender, exchange, sell,
assign, cancel and transfer the Centerpulse ADSs tendered hereby (and any and
all other Centerpulse registered shares or other securities or rights issued or
issuable in respect of such Centerpulse ADSs) and that when the same are
accepted for payment by Zimmer, Zimmer will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claims. The undersigned, upon request, will execute
and deliver any additional documents deemed by the U.S. exchange agent or Zimmer
to be necessary or desirable to complete the sale, assignment and transfer and
surrender and cancellation of the Centerpulse ADSs delivered hereby and the
sale, assignment and transfer of the Centerpulse registered shares to be
tendered to Zimmer as provided herein (and all such other Centerpulse registered
shares or other securities or rights).
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that the delivery of any Centerpulse ADSs to
the U.S. exchange agent and the tender of the Centerpulse registered shares
represented by such Centerpulse ADSs pursuant to any of the procedures described
in the Prospectus and in the instructions hereto will constitute an agreement
between the undersigned and Zimmer upon the terms and subject to the conditions
of the Offer.
Unless otherwise indicated under "Special Payment/Issuance Instructions,"
in consideration for the Centerpulse ADSs tendered hereby, please issue a check
(including any cash payments for the Centerpulse ADSs and cash in lieu of
fractional shares of Zimmer common stock, if any) and one certificate evidencing
the applicable number of shares of Zimmer common stock, and return any ADRs
representing Centerpulse ADSs not tendered or not purchased, in the name(s) of
the undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the certificate representing shares of Zimmer common
stock and the check, and return any ADRs representing Centerpulse ADSs not
tendered or not purchased (and accompanying documents, as appropriate), to the
undersigned at the address shown below the undersigned's signature(s). In the
event that both "Special Payment/Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the certificate representing shares of
Zimmer common stock and the check and/or return any ADRs representing
Centerpulse ADSs not tendered or not purchased, in the name(s) of, and mail said
check and any certificates to, the person(s) so indicated. Unless otherwise
indicated under "Special Payment/Issuance Instructions," please credit any
Centerpulse ADSs tendered by book-entry transfer that are not accepted for
exchange or payment by crediting the account at the Book-Entry Transfer Facility
designated above. The undersigned recognizes that Zimmer has no obligation,
pursuant to the "Special Payment/Issuance Instructions," to transfer any
Centerpulse ADSs from the name of the registered holder(s) thereof if Zimmer
does not accept for payment any of the Centerpulse ADSs so tendered.
Holders of Centerpulse ADSs who validly accept the Offer may utilize a mix
and match election feature (the "Mix and Match Election"), whereby they may
elect to receive either more shares of Zimmer common stock or more cash than the
standard entitlement. Holders of Centerpulse ADSs who wish to make such an
election must complete the attached Mix and Match Election Form and return it to
the U.S. exchange agent either at the time of the submission of this 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 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.
5
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SPECIAL PAYMENT/ISSUANCE
INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if (i) the check and the shares of Zimmer common
stock issued in the Offer are to be issued in the name of someone other
than the undersigned, (ii) any ADR(s) representing Centerpulse ADSs not
tendered or not accepted for payment are to be issued in the name of
someone other than the undersigned or (iii) if Centerpulse ADSs tendered
hereby and delivered by book-entry transfer which are not accepted for
payment are to be returned by credit to an account at the Book-Entry
Transfer Facility other than designated above.
Issue: [ ] Check/Zimmer common stock
certificates to:
[ ] Centerpulse ADRs to:
Name:
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(Please Print)
Address:
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(Include Zip Code)
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(Taxpayer Identification or Social Security No.
of the Person Named Above)
(See Substitute Form W-9)
[ ] Credit Centerpulse ADSs delivered by book-entry transfer and not
purchased to The Depository Trust Company to the account set forth
below
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(Book-Entry Transfer Facility Account Number)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if (i) the check and the shares of Zimmer common
stock or (ii) any ADR(s) representing Centerpulse ADSs with respect to
Centerpulse registered shares not tendered or not accepted for payment as
part of the Offer are to be mailed to someone other than the undersigned
or to the undersigned at an address other than that shown below the
undersigned's signature(s).
Mail: [ ] Check/Zimmer common stock
certificates to:
[ ] Centerpulse ADRs to:
Name:
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(Please Print)
Address:
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(Include Zip Code)
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(Taxpayer Identification or Social Security No.
of the Person Named Above)
(See Substitute Form W-9)
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6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below,
signatures on this ADS Letter of Transmittal must be guaranteed by a firm that
is a commercial bank, savings and loan association or brokerage house which is a
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Program or the Stock Exchange Medallion Program (an
"Eligible Institution"), unless the Centerpulse ADSs tendered thereby are
tendered (i) by a registered holder (which term, for purposes of this document,
shall include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of the Centerpulse ADSs) of
Centerpulse ADSs who has not completed either the box labeled "Special
Payment/Issuance Instructions" or the box labeled "Special Delivery
Instructions" on the ADS Letter of Transmittal or (ii) for the account of an
Eligible Institution. See Instruction 5. If the ADRs representing Centerpulse
ADSs are registered in the name of a person or persons other than the signer of
this ADS Letter of Transmittal, or if payment is to be made or delivered to, or
Centerpulse ADSs not tendered or not purchased are to be issued or returned to,
a person other than the registered owner or owners, then the tendered ADRs
representing Centerpulse ADSs must be endorsed or accompanied by duly executed
stock powers, in either case, signed exactly as the name or names of the
registered owner or owners appear on the ADRs representing Centerpulse ADSs or
stock powers, with the signatures on the Centerpulse ADSs or stock powers
guaranteed by an Eligible Institution as provided herein. See Instruction 7.
2. Delivery of ADS Letter of Transmittal and Centerpulse ADSs. This ADS
Letter of Transmittal is to be used either if ADRs representing Centerpulse ADSs
are to be forwarded herewith or, unless an agent's message is utilized, if the
delivery of Centerpulse ADSs is to be made by book-entry transfer pursuant to
the procedures set forth in the Prospectus. All physically delivered ADRs
representing Centerpulse ADSs, or a confirmation of a book-entry transfer into
the U.S. exchange agent's account of the Book-Entry Transfer Facility of all
Centerpulse ADSs delivered electronically, as well as a properly completed and
duly executed ADS Letter of Transmittal (or a manually signed facsimile thereof)
and any other documents required by this ADS Letter of Transmittal, or an
agent's message in the case of a book-entry delivery, must be received by the
U.S. exchange agent at its address set forth on the front page of this ADS
Letter of Transmittal by the expiration of the Offer. 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. Securityholders who cannot deliver their Centerpulse
ADSs and all other required documents to the U.S. exchange agent by the
expiration of the Offer must tender their Centerpulse ADSs pursuant to the
guaranteed delivery procedures set forth in the Prospectus. Pursuant to such
procedures: (a) such tender must be made by or through an Eligible Institution;
(b) a properly completed and duly executed ADS Notice of Guaranteed Delivery,
substantially in the form provided by Zimmer, must be received by the U.S.
exchange agent prior to the expiration of the Offer; and (c) the ADRs
representing Centerpulse ADSs for all tendered Centerpulse ADSs, in proper form
for tender, or a confirmation of a book-entry transfer into the U.S. exchange
agent's account at the Book-Entry Transfer Facility of all Centerpulse ADSs
delivered electronically, as well as a properly completed and duly executed ADS
Letter of Transmittal (or a manually signed facsimile thereof), and any other
documents required by this ADS Letter of Transmittal must be received by the
U.S. exchange agent within three New York Stock Exchange trading days after the
date of execution of such ADS Notice of Guaranteed Delivery, all as provided in
the Prospectus.
THE METHOD OF DELIVERY OF THE ADRS REPRESENTING CENTERPULSE ADSS, THE ADS
LETTER OF TRANSMITTAL, THE MIX AND MATCH ELECTION FORM AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING SECURITYHOLDER. CENTERPULSE ADSS WILL BE
DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE U.S. EXCHANGE AGENT
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY A CONFIRMATION OF A
BOOK-ENTRY TRANSFER). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE RECEIPT BY THE U.S. EXCHANGE AGENT PRIOR TO THE
EXPIRATION OF THE OFFER.
No alternative, conditional or contingent tender will be accepted, and no
fractional Centerpulse ADSs will be purchased. By executing this ADS Letter of
Transmittal (or a manually signed facsimile thereof), the tendering
securityholder waives any right to receive any notice of the acceptance for
payment of the Centerpulse ADSs and the Centerpulse registered shares
represented thereby.
7
3. Inadequate Space. If the space provided herein is inadequate, the
number of Centerpulse ADSs tendered and the Centerpulse ADR numbers should be
listed on a separate schedule and attached hereto.
4. Partial Tenders (not applicable to securityholders who tender by
book-entry transfer). If fewer than all the Centerpulse ADSs represented by any
ADR delivered to the U.S. exchange agent are to be tendered, fill in the number
of Centerpulse ADSs which are to be tendered in the box entitled "Number of ADSs
Tendered." In such case, one new ADR evidencing the Centerpulse ADSs not
tendered will be sent to the person(s) signing this ADS Letter of Transmittal
unless otherwise provided in the appropriate box on this ADS Letter of
Transmittal, as promptly as practicable following the expiration or termination
of the Offer. All Centerpulse ADSs represented by ADRs delivered to the U.S.
exchange agent will be deemed to have been tendered unless otherwise indicated.
5. Signatures on ADS Letter of Transmittal; Stock Powers and
Endorsements. If this ADS Letter of Transmittal is signed by the registered
holder(s) of the ADRs representing the Centerpulse ADSs tendered hereby, the
signature(s) must correspond with the name(s) as written on the face of the
ADR(s) without alteration, enlargement or any change whatsoever.
If any of the ADRs representing Centerpulse ADSs tendered hereby are held
of record by two or more persons, all such persons must sign this ADS Letter of
Transmittal.
If any of the Centerpulse ADSs tendered hereby are registered in different
names on different ADRs, it will be necessary to complete, sign and submit as
many separate ADS Letters of Transmittal as there are different registrations of
ADRs representing Centerpulse ADSs.
If this ADS Letter of Transmittal is signed by the registered holder(s) of
the Centerpulse ADSs tendered hereby, no endorsements of the ADR(s) or separate
stock powers are required unless delivery of the consideration is to be made, or
ADRs evidencing Centerpulse ADSs not tendered or not purchased are to be
returned, in the name of any person other than the registered holder(s), in
which case ADRs evidencing such Centerpulse ADS tendered hereby must be
endorsed, or accompanied by, appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the ADRs
evidencing such Centerpulse ADSs. Signatures on any such ADR or stock powers
must be guaranteed by an Eligible Institution.
If this ADS Letter of Transmittal is signed by a person other than the
registered holder(s) of the Centerpulse ADSs tendered hereby, the ADR evidencing
the Centerpulse ADSs must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on the ADRs evidencing such Centerpulse ADSs. Signature(s)
on any such ADR(s) or stock powers must be guaranteed by an Eligible
Institution.
If this ADS Letter of Transmittal or any ADR or stock power is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
Zimmer of the authority of such person so to act must be submitted.
6. Stock Transfer Taxes. Zimmer will pay or reimburse any applicable
Swiss federal securities transfer taxes with respect to the sale and transfer of
any Centerpulse ADSs to it or its order pursuant to the Offer. If delivery of
the consideration is to be made to, or the ADR(s) evidencing Centerpulse ADSs
not tendered or not purchased are to be returned in the name of, any person
other than the registered holder(s), or if a transfer tax is imposed for any
reason other than the sale and transfer of Centerpulse ADR(s) evidencing
Centerpulse ADSs pursuant to the Offer, then the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person or
otherwise) will be deducted unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted.
7. Special Payment/Issuance and Delivery Instruction. If the check and
the certificate evidencing the applicable number of shares of Zimmer common
stock received in exchange for the Centerpulse ADSs tendered hereby are to be
issued, or any Centerpulse ADSs not tendered or not purchased are to be
returned, in the name of a person other than the person(s) signing this ADS
Letter of Transmittal or if the check and the certificate representing shares of
Zimmer common stock or any ADRs representing Centerpulse ADSs not tendered or
not purchased are to be mailed to someone other than the person(s) signing this
ADS Letter of Transmittal or to the person(s) signing this ADS Letter of
Transmittal at an address other than that shown above, the appropriate boxes on
this ADS Letter of Transmittal should be completed. Securityholders tendering
Centerpulse ADSs by book-entry transfer may request that Centerpulse ADSs not
purchased be credited to such account at the Book-Entry Transfer Facility as
such securityholder may designate under "Special Payment/Issuance Instructions."
If no
8
such instructions are given, any such Centerpulse ADSs not purchased will be
returned by crediting the account at the Book-Entry Transfer Facility designated
above.
8. Requests for Assistance or Additional Copies. Requests for assistance
or additional copies of the Prospectus and this ADS Letter of Transmittal may be
obtained from the information agent or the dealer manager at their respective
addresses or telephone numbers set forth below.
9. Lost, Destroyed or Stolen Certificates. If any ADRs representing
Centerpulse ADSs have been lost, destroyed, mutilated or stolen, the
securityholder should promptly call Deutsche Bank ADR Shareholder Services at
866-249-2593 for instructions as to the procedures for replacing such ADRs. Your
tenders cannot be processed until the procedures for replacing lost, destroyed,
mutilated or stolen ADRs representing Centerpulse ADSs have been completed.
10. Mix and Match Election. Holders of Centerpulse ADSs who validly
accept the Offer prior to the expiration of the subsequent offering period
applicable to the Offer may utilize the Mix and Match Election whereby they may
elect to receive either more shares of Zimmer common stock or more cash than the
standard entitlement. To utilize the Mix and Match Election you must complete
and return the Mix and Match Election Form attached to this ADS Letter of
Transmittal to the U.S. exchange agent either at the time of your submission of
your ADS Letter of Transmittal, or at any time thereafter, but prior to the
expiration of the subsequent offering period applicable to the Offer. The Mix
and Match Election Form must be signed by the person who signed the ADS Letter
of Transmittal tendering ADRs representing Centerpulse ADSs. If Centerpulse ADSs
are tendered by transfer to the U.S. exchange agent's account at the Book-Entry
Transfer Facility, then the Mix and Match Election Form must be delivered to the
book-entry confirmation facilities at the Book-Entry Transfer Facility, together
with an agent's message, prior to expiration of the subsequent offering period
applicable to the Offer.
11. Fractional Entitlements. No certificates evidencing less than one
share of Zimmer common stock will be issued to holders of Centerpulse ADSs.
Fractional entitlements to shares of Zimmer common stock will be aggregated by
the U.S. exchange agent and subsequently sold on the New York Stock Exchange,
and the net proceeds of the sale will be paid to such holders entitled thereto.
IMPORTANT: IN ORDER TO TENDER YOUR CENTERPULSE ADSS IN THE OFFER, THIS ADS
LETTER OF TRANSMITTAL, OR A MANUALLY SIGNED FACSIMILE COPY HEREOF (TOGETHER WITH
ADRS OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS),
OR AN ADS NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE U.S. EXCHANGE
AGENT PRIOR TO THE EXPIRATION OF THE OFFER.
IMPORTANT TAX INFORMATION
Under current U.S. federal income tax law, the U.S. exchange agent may be
required to withhold a portion of any payments made to certain securityholders
or other payees pursuant to the Offer. To avoid such backup withholding, each
tendering securityholder and other payee must provide the U.S. exchange agent
with its correct taxpayer identification number and certify that it is not
subject to backup withholding by completing the enclosed Substitute Form W-9. In
general, for an individual, the taxpayer identification number is such
individual's Social Security Number. If the U.S. exchange agent is not provided
with the correct taxpayer identification number, the securityholder or other
payee may be subject to a $50 penalty imposed by the Internal Revenue Service,
and any reportable payments to such person may be subject to 28% backup
withholding. Such reportable payments generally will be subject to information
reporting, even if the U.S. exchange agent is provided with a taxpayer
identification number. For further information concerning backup withholding and
instructions for completing the Substitute Form W-9 (including how to obtain a
taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if Centerpulse ADSs are held in more than one name), consult
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Certain persons (including, among others, all corporations and certain
non-U.S. individuals) are not subject to these backup withholding and reporting
requirements. Exempt persons should indicate their exempt status on Substitute
Form W-9. To satisfy the U.S. exchange agent that a non-U.S. person qualifies as
an exempt recipient, such person must submit a properly completed Internal
Revenue Service Form W-8BEN, signed under penalties of perjury, attesting to
that person's exempt status. Such Forms can be obtained from the U.S. exchange
agent.
A person's failure to complete the Substitute Form W-9 will not, by itself,
cause Centerpulse ADSs to be deemed invalidly tendered, but may require the U.S.
exchange agent to withhold a portion of any payments made to such person
9
pursuant to the Offer. Backup withholding is not an additional U.S. federal
income tax. Rather, the federal income tax liability of a person subject to
backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of U.S. federal income tax, a refund may be obtained
provided that the required information is furnished to the IRS. NOTE: FAILURE TO
COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF
A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
10
SIGN HERE
(Complete Substitute Form W-9 below)
- --------------------------------------------------------------------------------
Signature(s) of Owner(s)
Name(s)
- --------------------------------------------------------------------------------
(please print)
Capacity (full title)
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
(please print)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number
-------------------------------------------------------------------
(See Substitute Form W-9)
Dated ------------------------------ , 2003
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
ADR(s) or on a security position listing or by the person(s) authorized to
become registered holder(s) by ADRs and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 5).
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY ELIGIBLE INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Signatures Guaranteed by an Eligible Institution:
Authorized signature(s)
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
(please print)
Name of Firm
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
Dated ------------------------------ , 2003
11
<Table>
- -----------------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: MELLON INVESTOR SERVICES LLC
- -----------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Form W-9 PART I -- PLEASE PROVIDE YOUR TIN IN THE BOX AT THE TIN:
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
---------------------------------
Social Security Number
or
Employer Identification
Number
-------------------------------------------------------------------------------------------
PART II -- For Payees exempt from backup withholding, see the enclosed Guidelines for
PAYOR'S REQUEST FOR TAXPAYER Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
IDENTIFICATION NUMBER ("TIN") instructed therein.
AND CERTIFICATION
----------------------------------------------------------------------------------------
PART III -- Certification -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct TIN (or I am waiting for a number to be
issued to me); and
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding or (b) I have not been notified by the Internal Revenue Service ("IRS") that
I am subject to backup withholding as a result of a failure to report all interest or
dividends or (c) the IRS has notified me that I am no longer subject to backup
withholding; and
(3) I am a U.S. person (including a U.S. resident alien); and
(4) All information provided in this form is true, correct and complete.
-------------------------------------------------------------------------------------------
SIGNATURE: ---------------------------------------------- DATE: ------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</Table>
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out item (2). (Also see the instructions in the
enclosed Guidelines.)
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF A PORTION OF ALL REPORTABLE PAYMENTS MADE TO YOU.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me, and
either (a) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office or (b) I
intend to mail or deliver an application in the near future. I understand that
if I do not provide a TIN by the time of payment, a portion of all reportable
payments made to me will be withheld.
SIGNATURE:
---------------------------------------------------------------------- DATE:
-------------------------
- --------------------------------------------------------------------------------
12
You may direct questions and requests for assistance to the information
agent or the dealer manager for the Offer at their respective telephone numbers
and addresses set forth below. You may obtain additional copies of the
Prospectus, this ADS Letter of Transmittal, the ADS Notice of Guaranteed
Delivery, the Mix and Match Election Form and other Offer materials from the
information agent as set forth below and they will be furnished promptly at our
expense. You may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offer.
Information Agent:
[INNISFREE M&A INCORPORATED LOGO]
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks and brokers call collect: (212) 750-5833
All others call toll free in the United States: (877) 750-5836
Dealer Manager:
CREDIT SUISSE FIRST BOSTON LLC
Eleven Madison Avenue
New York, New York 10010-3629
Call toll free (in the U.S.): (800) 881-8320
13
MIX AND MATCH ELECTION FORM
COMPLETE THIS FORM IF YOU WISH TO ELECT TO RECEIVE EITHER MORE SHARES OF ZIMMER
COMMON STOCK OR MORE CASH THAN THE STANDARD ENTITLEMENT. THIS FORM CANNOT BE
USED TO TENDER YOUR CENTERPULSE ADSS. CENTERPULSE ADSS MAY ONLY BE TENDERED
PURSUANT TO A VALID ADS LETTER OF TRANSMITTAL.
<Table>
1 CENTERPULSE ADSS -- TOTAL NUMBER OF ADSS BOX 1
Total number of Centerpulse ADSs for which you accept(ed)
the Offer:
The ADS related Letter of Transmittal:
[ ] has been previously submitted
[ ] is submitted together with this form
2 CENTERPULSE ADSS -- ELECTIONS BOX 2A
Number of 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 tendered 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 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.
[ ] CHECK HERE IF CENTERPULSE ADSS WERE DELIVERED PURSUANT TO AN ADS LETTER OF TRANSMITTAL
SENT TO THE U.S. EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Tendering Securityholder(s):
-----------------------------------------------------------------------------
Date of Delivery of ADS Letter of Transmittal:
----------------------------------------------------------------------
Name of Institution:
---------------------------------------------------------------------------------------
[ ] CHECK HERE IF CENTERPULSE ADSS WERE DELIVERED BY BOOK-ENTRY TRANSFER TO THE U.S.
EXCHANGE AGENT'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution:
---------------------------------------------------------------------------------------
Account No. at The Depository Trust Company:
---------------------------------------------------------------------
Transaction Code No.:
---------------------------------------------------------------------------------------
</Table>
THIS FORM MUST BE USED TO EXERCISE THE MIX AND MATCH ELECTION. DELIVERY OF THIS
FORM TO AN ADDRESS OTHER THAN AS SET FORTH IN THE ADS LETTER OF TRANSMITTAL OR
ON THE REVERSE SIDE OF THIS FORM, DOES NOT CONSTITUTE A VALID DELIVERY OF THE
MIX AND MATCH ELECTION FORM TO THE U.S. EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED ON THE REVERSE SIDE OF THIS FORM. PLEASE READ
THE INSTRUCTIONS CONTAINED IN THE ADS LETTER OF TRANSMITTAL CAREFULLY.
14
SIGN HERE
- --------------------------------------------------------------------------------
Signature(s) of Owner(s) Exactly as it Appears on the ADRs Representing
Centerpulse ADSs
Name(s)
- --------------------------------------------------------------------------------
(please print)
Capacity (full title)
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
(please print)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number
- -------------------------------------------------------------------------
(See Substitute Form W-9)
Dated
- ------------------------ , 2003
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
ADR(s) or on a security position listing or by the person(s) authorized to
become registered holder(s) by ADRs and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 5).
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5 OF THE ADS LETTER OF TRANSMITTAL)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
Signatures Guaranteed by an Eligible Institution:
- ---------------------------------------------------------------------------
Authorized signature(s)
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
(please print)
Name of Firm
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
Dated
- ------------------------ , 2003
THIS MIX AND MATCH ELECTION FORM MUST BE DELIVERED TO MELLON INVESTOR SERVICES
LLC, REORGANIZATION DEPARTMENT, BY MAIL TO P.O. BOX 3301, SOUTH HACKENSACK, NEW
JERSEY 07606, BY OVERNIGHT COURIER TO 85 CHALLENGER ROAD, MAIL STOP -- REORG,
RIDGEFIELD PARK, NEW JERSEY 07660 OR BY HAND TO 120 BROADWAY, 13TH FLOOR, NEW
YORK, NEW YORK 10271.
15