EXHIBIT 99.2
(ZIMMER LOGO)
PUBLIC EXCHANGE AND CASH OFFER
OF
ZIMMER HOLDINGS, INC.
FOR
ALL OUTSTANDING REGISTERED SHARES
(INCLUDING REGISTERED SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES)
OF
CENTERPULSE AG
DECLARATION OF ACCEPTANCE AND ASSIGNMENT
PLEASE ENSURE THAT THIS FORM OF DECLARATION OF ACCEPTANCE AND ASSIGNMENT
IS SENT TO YOUR BANK TO ARRIVE NO LATER THAN AUGUST 25, 2003, 4:00 P.M.,
CENTRAL EUROPEAN TIME, 10:00 A.M., NEW YORK CITY TIME.
As the holder(s) of (number) __________ REGISTERED SHARE(S) OF CENTERPULSE
AG, ZURICH, SWITZERLAND ("CENTERPULSE"), HAVING A NOMINAL VALUE OF CHF 30 PER
SHARE:
I/we hereby declare that I/we accept the exchange and cash offer (the
"Offer") of Zimmer Holdings, Inc., Wilmington, Delaware, U.S.A. ("Zimmer"), as
set out in the Swiss offer prospectus, dated June 19, 2003 (the "Swiss Offer
Prospectus"). Under the terms of the Offer, for each Centerpulse registered
share, the holder thereof will be entitled to receive 3.68 shares of Zimmer
common stock, par value USD 0.01 per share ("Zimmer Common Stock"), and CHF
120.00 net in cash (the "Standard Entitlement").
I/we understand that
(i) I/we can elect from the following mix and match alternatives: (a)
Standard Entitlement, (b) as many shares of Zimmer Common Stock as
possible and (c) as much cash as possible. I/we can submit my/our mix
and match election on the separately appended "Mix and Match Election
Form," which forms an integral part of this Declaration of Acceptance
and Assignment, until the end of the additional acceptance period
which is expected to be on or about SEPTEMBER 11, 2003; and if I/we do
not submit the Mix and Match Election Form until the end of the
additional acceptance period, I/we are deemed to have elected the
Standard Entitlement;
(ii) that Zimmer can only accept my/our acceptance starting as of JULY 3,
2003; and
(iii) that, to the extent I/we have tendered my/our Centerpulse registered
share(s) into another offer, I/we have the right to withdraw such
tendered shares, and that this Declaration of Acceptance and
Assignment will also be deemed to be a withdrawal of these already
tendered shares from such other offer. I/we hereby authorize Zimmer,
including the right to appoint a substitute proxy, to take on my/our
behalf any action required in order to render such withdrawal
effective.
INFORMATION FOR THE BANK (please tick as appropriate):
1. My/our Centerpulse registered share(s) which is/are to be tendered
[ ] is/are to be withdrawn from my/our safekeeping account no.
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[ ] is/are enclosed with this Declaration of Acceptance and Assignment.
2. The shares of Zimmer Common Stock to which I/we am/are entitled under the
terms of the Offer is/are to be booked as follows:
[ ] in my/our above-mentioned safekeeping account
[ ] on the share register of Zimmer in the United States of America. A share
certificate will be issued in the name and sent to the address mentioned at
the end of this Declaration of Acceptance and Assignment. The share
certificates will be sent to the registered owners by mail at their own
risk.
3. The cash proceeds to which I/we am/are entitled under the terms of the Offer
is/are to be credited in favor of my/our bank account no.
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POWER TO TRANSFER (CENTERPULSE AG, ZURICH)
If my/our Centerpulse registered share(s) is/are not endorsed or assigned,
I/we hereby authorize Centerpulse, including the right to appoint a substitute
proxy, to endorse or assign this/these share(s) on behalf of myself/ourselves.
STATEMENTS REGARDING THE OFFER
The Offer is being made by Zimmer for all of the outstanding Centerpulse
registered shares (including registered shares represented by American
depositary shares) held by persons within and outside of the United States of
America. The Offer is made in compliance with the applicable laws of
Switzerland, including the Federal Act on Stock Exchanges and Securities Trading
of Switzerland, and the United States, including the tender offer rules
applicable to equity securities registered under Section 12 of the U.S.
Securities Exchange Act of 1934, as amended.
In connection with the Offer, Zimmer has filed with the U.S. Securities and
Exchange Commission pursuant to Section 5 of the U.S. Securities Act of 1933, as
amended, a Registration Statement on Form S-4, as amended or supplemented,
containing the U.S. Prospectus which is attached to the Swiss Offer Prospectus
as Exhibit I. To tender their shares, holders of Centerpulse registered shares
located outside of the U.S. must follow the procedures set forth in the Swiss
Offer Prospectus, and holders of Centerpulse registered shares located in the
United States must follow the procedures set forth in the U.S. Prospectus.
HOLDERS OF CENTERPULSE AMERICAN DEPOSITARY SHARES MUST USE THE ADS LETTER OF
TRANSMITTAL, AND NOT THIS FORM OF DECLARATION OF ACCEPTANCE AND ASSIGNMENT, TO
TENDER THEIR SHARES. The Swiss Offer Prospectus, the U.S. Prospectus and other
documents referred to therein contain important information regarding the Offer,
Zimmer and Centerpulse. YOU SHOULD READ THESE DOCUMENTS CAREFULLY BEFORE MAKING
A DECISION CONCERNING THE OFFER.
UNITED KINGDOM RESTRICTION ON DISTRIBUTION OF THIS DOCUMENT
The shares of Zimmer Common Stock described herein may not be offered or
sold in the United Kingdom, by means of the Swiss Offer Prospectus or any other
document, other than to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances which will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt about the action you should take, you are recommended
immediately to seek your own personal financial advice from your stockbroker,
bank manager, solicitor, accountant or other independent financial adviser duly
authorised under the Financial Services & Markets Act 2000 if you are resident
in the United Kingdom or, if not, another appropriately authorised independent
financial adviser.
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SALES RESTRICTIONS IN CERTAIN COUNTRIES AND JURISDICTIONS
The distribution of the Swiss Offer Prospectus and the making of the Offer
may, in certain jurisdictions, be restricted by law. The Offer is not being
made, directly or indirectly, in or into, and will not be capable of acceptance
from or within, any jurisdiction in which the making of the Offer or the
acceptance thereof would not be in compliance with the laws of that
jurisdiction. Persons who come into possession of the Swiss Offer Prospectus
should inform themselves of and observe any of these restrictions. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any of these jurisdictions. Zimmer does not assume any responsibility
for any violation by any person of any of these restrictions. ZIMMER IS NOT
MAKING THE OFFER IN OR INTO -- AND THE OFFER MAY NOT BE ACCEPTED IN OR FROM --
AUSTRALIA, CANADA OR JAPAN.
IMPORTANT TAX INFORMATION FOR U.S. PERSONS
Under current U.S. federal income tax law, the payor may be required to
withhold a portion of any payments made to certain shareholders pursuant to the
Offer. To avoid such backup withholding, each tendering shareholder must provide
the payor with its correct taxpayer identification number and certify that it is
not subject to backup withholding by completing a Substitute Form W-9, which can
be obtained by contacting the Swiss offer manager at its address set forth in
the Swiss Offer Prospectus. In general, for an individual the taxpayer
identification number is such individual's Social Security Number. If a
shareholder fails to provide the payor with the correct taxpayer identification
number, the shareholder may be subject to a $50 penalty imposed by the Internal
Revenue Service, and any reportable payments to the shareholder may be subject
to 28% backup withholding. Such reportable payments generally will be subject to
information reporting, even if the shareholder provides its 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 registered shares are held in more than one
name), consult the Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9, which can be obtained by contacting the Swiss
offer manager at its address set forth in the Swiss Offer Prospectus.
Certain shareholders (including, among others, all corporations and certain
non-U.S. individuals) are not subject to these backup withholding and reporting
requirements.
A shareholder's failure to complete a Substitute Form W-9 will not, by
itself, cause Centerpulse registered shares to be deemed invalidly tendered, but
may require the payor to withhold a portion of any payments made to such person
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 Internal Revenue
Service. NOTE: FAILURE TO COMPLETE AND RETURN A SUBSTITUTE FORM W-9 MAY RESULT
IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER.
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I/we hereby confirm that this Declaration of Acceptance and Assignment will
remain effective even upon the loss of legal capacity, death or bankruptcy of
the undersigned.
Surname/first name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
Postcode, city:
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Country:
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Phone no. (private):------------------------- (business):-----------------------
Place and date:------------------------------ Signature(s):---------------------
(Please complete in BLOCK CAPITALS.)
PLEASE REFER TO THE SWISS OFFER PROSPECTUS, DATED JUNE 19, 2003, FOR FURTHER
DETAILS.
PLEASE ENSURE THAT THE APPENDED MIX AND MATCH ELECTION FORM IS SENT TO YOUR BANK
TO ARRIVE NO LATER THAN 4:00 P.M., CENTRAL EUROPEAN TIME, 10:00 A.M., NEW YORK
CITY TIME, ON SEPTEMBER 11, 2003.
This Declaration of Acceptance and Assignment remains in the possession of the
bank at which the Centerpulse registered share(s) is/are held in safekeeping;
however, the Declaration of Acceptance and Assignment shall be delivered to
Zimmer, if the bank is requested to do so by Zimmer.
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PUBLIC EXCHANGE AND CASH OFFER OF ZIMMER HOLDINGS, INC. FOR ALL
REGISTERED SHARES OF CENTERPULSE AG
MIX AND MATCH ELECTION FORM
FINAL DEADLINE FOR SUBMISSION: PLEASE ENSURE THAT THIS MIX AND MATCH ELECTION
FORM IS SENT TO YOUR
BANK TO ARRIVE NO LATER THAN 4:00 P.M., CENTRAL EUROPEAN TIME, 10:00 A.M., NEW
YORK CITY TIME,
ON SEPTEMBER 11, 2003.
<Table>
1 TOTAL NUMBER OF SHARES BOX 1
Total number of Centerpulse registered shares for which I/we
accept(ed) the Offer.
The related Declaration of Acceptance and Assignment:
[ ] has been submitted separately before; or
[ ] is attached and submitted together with this Mix and
Match Election Form.
2 STANDARD ENTITLEMENT AND MIX AND MATCH BOX 2A
Number of Centerpulse registered shares for which I/we
am/are accepting the Standard Entitlement.
BOX 2B
Number of Centerpulse registered shares for which I/we
am/are making the mix and match election (please complete
Box 3A and/or Box 3B if this election is made).
3 TO MAKE THE MIX AND MATCH ELECTION BOX 3A
Number of Centerpulse registered shares for which I/we
am/are electing the maximum number of shares of Zimmer
Common Stock possible.
Number of Centerpulse registered shares for which I/we BOX 3B
am/are electing the maximum amount of cash possible.
Please proceed to complete no. 4 in BLOCK CAPITALS.
4 FULL NAME AND ADDRESS
</Table>
O
O Surname:
- --------------------------------------------------------------------------------
First name:
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Address:
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Postcode, city:
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Country:
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Phone no. (private):
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(business):
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I/we hereby confirm that this Mix and Match Election Form will remain
effective even upon the loss of legal capacity, death or bankruptcy of the
undersigned.
Place and date:
- ---------------------------------- Signature(s):--------------------------------
PLEASE REFER TO THE SWISS OFFER PROSPECTUS, DATED JUNE 19, 2003, FOR FURTHER
DETAILS.
This Mix and Match Election Form remains in the possession of the bank at which
the Centerpulse registered share(s) is/are held in safekeeping.