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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) -- September 2, 2003
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ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-16407 13-4151777
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
345 EAST MAIN STREET, WARSAW, INDIANA 46580
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(Address of principal executive offices) (Zip Code)
(574) 267-6131
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
In accordance with Swiss law, Zimmer announced on September 2, 2003 the
definitive interim results of Zimmer's offer for all of the outstanding
registered shares (including shares represented by American depositary shares
("ADSs")) of Centerpulse AG ("Centerpulse" and, such offer, the "Offer") and
Zimmer's offer for all of the outstanding bearer shares of InCentive Capital AG,
a significant shareholder of Centerpulse ("InCentive") (such offer, the
"InCentive Offer" and, together with the Offer, the "Offers").
The initial offering period for the Offers expired at 4:00 p.m., Central
European time, 10:00 a.m., New York City time, on Wednesday, August 27, 2003.
Based on information provided by Credit Suisse First Boston and Mellon Investor
Services LLC (the Swiss offer manager and the U.S. exchange agent, respectively,
for the Offer), as of the expiration of the initial offering period, 7,489,650
Centerpulse registered shares and 6,712,776 ADSs, including ADSs subject to the
guaranteed delivery procedures, were tendered and not withdrawn. Based on
information provided by Centerpulse, these shares and ADSs represent
approximately 68.0% of the outstanding Centerpulse registered shares (including
shares represented by ADSs) and, together with the Centerpulse registered
shares held by InCentive, approximately 86.7% of the issued Centerpulse
registered shares (including shares represented by ADSs). In accordance with
the terms of the Offer, holders of Centerpulse registered shares will receive
3.68 shares of common stock, par value US$0.01 per share, of Zimmer ("Zimmer
Common Stock") and CHF 120 in cash for each Centerpulse registered share
tendered and not withdrawn and holders of ADSs will receive 0.368 of a share of
Zimmer Common Stock and CHF 12 in cash for each ADS tendered and not withdrawn.
Based on information provided by Credit Suisse First Boston (the Swiss
offer manager for the InCentive Offer), as of the expiration of the initial
offering period, 2,123,647 InCentive bearer shares were tendered and not
withdrawn, representing approximately 98.9% of the outstanding InCentive bearer
shares. In accordance with the terms of InCentive Offer, holders of InCentive
bearer shares will receive 3.8349 shares of Zimmer Common Stock and CHF 178.84
in cash for each InCentive bearer share tendered and not withdrawn, based on the
adjusted net asset value of InCentive of CHF 115,490,610.
Zimmer has accepted for payment all Centerpulse registered shares and
ADSs and InCentive bearer shares tendered and not withdrawn during the initial
offering period.
In accordance with the terms of the Offers, Zimmer is providing a
subsequent offering period, or additional acceptance period, for each of the
Offers of ten Swiss trading days in order to provide holders of Centerpulse
registered shares or ADSs or InCentive bearer shares who have not tendered
their registered shares or ADSs or bearer shares during the initial offering
period with the opportunity to tender their registered shares or ADSs or bearer
shares into the Offers. The subsequent offering period for each of the Offers
begins on Tuesday, September 2, 2003 and expires at 4:00 p.m., Central European
time, 10:00 a.m., New York City time, on Monday, September 15, 2003.
Centerpulse registered shares and ADSs and InCentive bearer shares tendered
during the subsequent offering period may not be withdrawn.
The settlement date for the exchange of Centerpulse registered shares and
ADSs and InCentive bearer shares for shares of Zimmer Common Stock is expected
to take place on October 2, 2003, subject to approval by competent Swiss
authorities. On the same day, the offered cash amount per tendered Centerpulse
registered share or ADS or InCentive bearer share (including any cash to be
paid instead of issuing fractional shares of Zimmer Common Stock) will be paid.
On August 28, 2003, Smith & Nephew plc announced that it did not receive
the minimum level of valid tenders in connection with its exchange offers for
all of the outstanding Centerpulse registered shares and ADSs and InCentive
bearer shares as of the expiration of the offers on August 27, 2003, and
declared that its offers had failed. Smith & Nephew plc announced that it will
release the Centerpulse registered shares and ADSs and InCentive bearer shares
tendered into its failed offers.
On August 31, 2003, Zimmer entered into an agreement (the "Agreement"),
attached to this Form 8-K as exhibit 99.1, with Rene Braginsky, Hans Kaiser,
"Zurich" Versicherungs-Gesellschaft and III Institutional Investors
International Corp. (collectively, the "Shareholders" and, together with Zimmer,
the "Parties"), who collectively hold approximately 77% of InCentive's issued
share capital. The Shareholders had been parties to a similar agreement with
Smith & Nephew plc and Smith & Nephew Group plc (collectively, "Smith & Nephew")
in connection with Smith & Nephew's now-failed exchange offer for InCentive.
Pursuant to the Agreement, among other things:
- Zimmer agreed to declare the InCentive Offer unconditional on the fourth
business day following the expiration of the additional acceptance period
for the InCentive Offer.
- Zimmer agreed to comply with the Swiss Federal Banking Commission's
ruling, dated August 15, 2003, relating to the InCentive Offer, and the
Parties agreed to waive all rights to appeal any such ruling.
- The Shareholders agreed not to:
o acquire any Centerpulse registered shares or rights to acquire
Centerpulse registered shares or, other than by way of settlement of
the Offer, sell or otherwise dispose of any Centerpulse registered
shares; or
o acquire any InCentive bearer shares or rights to acquire InCentive
bearer shares or, other than by way of the settlement of the
InCentive Offer, sell or otherwise dispose of any InCentive bearer
shares until the expiration of a period of six months following the
end of the additional acceptance period of the InCentive Offer,
subject to certain exceptions.
- The Shareholders made certain representations and warranties to Zimmer
setting forth, among other things, the manner in which the adjusted net
asset value has been calculated for purposes of determining the
consideration payable by Zimmer in the InCentive Offer and that neither
InCentive nor any of its subsidiaries has any liabilities of any kind
arising out of or in connection with any transaction entered into or
completed prior to the settlement date of the InCentive Offer, other than
those reflected, reserved or provisioned in the interim financial
statements of InCentive as of August 27, 2003 and which reduce the
adjusted net asset value of InCentive. The Agreement also contains other
customary representations and warranties by the Shareholders.
- The Shareholders agreed to indemnify Zimmer for, among other things,
losses incurred by Zimmer as a result of any breach of the representations
and warranties made by the Shareholders or any acquisition of shares of
InCentive or Centerpulse by the Shareholders that causes Zimmer to be
obligated under Swiss law to increase the offer price for the Offer or the
InCentive Offer.
- As security for the Shareholders' indemnification obligations, a portion
of the consideration payable to the Shareholders in connection with the
InCentive Offer will be deposited in escrow, pursuant to the terms of an
escrow agreement to be entered into by the Parties. A form of the escrow
agreement is attached to the Agreement as a schedule thereto. The
aggregate amount to be deposited in escrow is CHF 25,000,000, subject to
increase under certain circumstances. The Agreement sets forth how any
payment out of the escrow amount will be apportioned among the
Shareholders whose funds are escrowed.
The Agreement also contains other customary terms and conditions. The
summary of the Agreement set forth in this Form 8-K is qualified in its entirety
by the full text of the Agreement, which is attached to this Form 8-K as exhibit
99.1, and is specifically incorporated herein by reference.
The above announcements were made in a press release, which is attached
hereto as exhibit 99.2. Zimmer also made an announcement, an English
translation of which is attached hereto as exhibit 99.3, relating to the Offer,
as well as an announcement, an English translation of which is attached hereto
as exhibit 99.4, relating to the InCentive Offer.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Agreement, dated as of August 31, 2003, by and among Zimmer
Holdings, Inc. and certain shareholders of InCentive Capital
AG listed therein.
99.2 Press Release of Zimmer Holdings, Inc., dated September 2, 2003.
99.3 Announcement of Zimmer Holdings, Inc., dated September 2, 2003.
99.4 Announcement of Zimmer Holdings, Inc., dated September 2, 2003.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Zimmer
Holdings, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZIMMER HOLDINGS, INC.
By: /s/ David C. Dvorak
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David C. Dvorak
Senior Vice President, Corporate
Affairs, General Counsel and Secretary
Date: September 2, 2003
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Agreement, dated as of August 31, 2003, by and among Zimmer
Holdings, Inc. and certain shareholders of InCentive Capital
AG listed therein.
99.2 Press Release of Zimmer Holdings, Inc., dated September 2, 2003.
99.3 Announcement of Zimmer Holdings, Inc., dated September 2, 2003.
99.4 Announcement of Zimmer Holdings, Inc., dated September 2, 2003.
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