Exhibit 99.1
Contact: MEDIA INVESTORS
Brad Bishop Sam Leno
Public Affairs, North America Chief Financial Officer
574-372-4291 574-372-4790
bradley.bishop@zimmer.com sam.leno@zimmer.com
Karin Bossi
Public Affairs, Europe
+41 (0) 52 262 72 34
karin.bossi@centerpulse.com
ZIMMER COMPLETES ITS EXCHANGE OFFER FOR CENTERPULSE
TO CREATE WORLDWIDE #1 PURE-PLAY IN ORTHOPAEDICS
COMBINATION HAS UNRIVALED PRODUCT BREADTH AND R&D CAPABILITY
GIVES ZIMMER A LEADING PRESENCE IN U.S., EUROPE AND JAPAN
(WARSAW, IN) OCTOBER 2, 2003 - Zimmer Holdings, Inc. (NYSE and SWX: ZMH), a
world leader in reconstructive and trauma products, today announced the closing
of its exchange offer for Centerpulse AG (NYSE: CEP; SWX: CEPN), a leading
orthopaedic medical device company based in Switzerland that services the
reconstructive joint, spine and dental implant markets. Zimmer also announced
today the closing of its exchange offer for InCentive Capital AG, a company
that beneficially owns 18.3% of the issued Centerpulse shares. As a result of
the exchange offers, Zimmer beneficially owns 98.7% of the issued Centerpulse
shares (including the Centerpulse shares owned by InCentive Capital) and 99.9%
of the issued InCentive Capital shares. Zimmer intends promptly to initiate
the compulsory acquisition process under Swiss law to acquire all of the shares
of Centerpulse and InCentive Capital that remain outstanding.
The Zimmer-Centerpulse combination creates the worldwide #1 pure-play
Orthopaedics company with combined 2002 sales of over $2 billion, more than
100,000 products in the reconstructive, trauma, spine, dental and orthopaedic
surgical categories, a 2,000-member sales force, more than 1,000 patents and
more than one million square feet of manufacturing capacity. The combined
company will generate approximately 25% of its sales in Europe, more than
double the volume of Zimmer as a stand-alone company. The combination is
expected to be breakeven to First Call's consensus 2004 EPS estimate for Zimmer
as a stand-alone company, before synergies, one-time charges and integration
costs.
"This is a historic day -- in recent times, the management teams of both Zimmer
and Centerpulse had reinvigorated our respective companies to recapture our
records of success," said Ray Elliott, Chairman, President and CEO of Zimmer.
"Today, the combination of our two world-class companies creates a new #1
pure-play in orthopaedics fueled by both the desire and the persistence to
truly transform this fast-growing worldwide industry. Advanced technologies,
such as Minimally Invasive Solutions TM (MIS TM) Procedures and Technologies and
exciting new developments in the spine and dental segments will expand Zimmer's
potential. This strategic transaction solidifies our industry leadership and
creates a powerful engine for future growth with exceptional research and
development capabilities, a dedicated and culturally diverse workforce, and
vendors, partners, and sales representation worthy of envy. Patient quality of
life and a passion to win will continue to guide us. Together, we are the
PERFECT FIT."
With the addition of Centerpulse, Zimmer bolsters its presence in Europe,
complementing its market strengths in the U.S. and the Japan/Asia Pacific
regions. The combination makes Zimmer the market leader in Europe -- one of
the world's largest hip replacement markets with double-digit annual growth in
reconstructive implant sales -- as well as the market leader in the United
States and Japan. Centerpulse also provides immediate access to a strong
capability and product line in the spine market, the industry's fastest growing
segment with a CAGR of 25% and gross profit margins of 80%. These
contributions are expected to further enhance Zimmer's significant financial
strength.
Continued Elliott, "Today also marks the launch of our worldwide integration
effort, and we're hitting the ground running with a strong team being built
from both companies to lead and execute our plan. To our own team, we have
added the worldwide integration process expertise of the Boston Consulting
Group centered in Chicago and Zurich. We welcome our new family from
Centerpulse and our new executive leadership team, which will be the subject of
a separate announcement to follow. We are committed to bringing these two
great companies and their people together in a way that our customers barely
notice but that our competitors will not forget."
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer is the worldwide
leader in the design, development, manufacture and marketing of reconstructive
orthopaedic, spinal and dental implants, trauma products and related
orthopaedic surgical products. Zimmer has operations in more than 20 countries
around the world and sells products in more than 70 countries. For the year
2002, the worldwide combined revenues of Zimmer and Centerpulse were
approximately $2.2 billion.
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SAFE HARBOR STATEMENT
This press release contains forward-looking statements based on current
expectations, estimates, forecasts and projections about the orthopaedics
industry, management's beliefs and assumptions made by management.
Forward-looking statements may be identified by the use of forward-looking
terms such as "may," "will," "expects," "believes," "anticipates," "plans,"
"estimates," "projects," "targets," "forecasts," and "seeks" or the negative of
such terms or other variations on such terms or comparable terminology. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that could cause actual outcomes and results to
differ materially. These risks and uncertainties include, but are not limited
to, price and product competition, rapid technological development, demographic
changes, dependence on new product development, the mix of our products and
services, supply and prices of raw materials and products, customer demand for
our products and services, our ability to successfully integrate acquired
companies, control of costs and expenses, our ability to form and implement
alliances, international growth, U.S. and foreign government regulation,
product liability and intellectual property litigation losses, reimbursement
levels from third-party payors, general industry and market conditions and
growth rates and general domestic and international economic conditions
including interest rate and currency exchange rate fluctuations. For a further
list and description of such risks and uncertainties, see the disclosure
materials filed by Zimmer with the U.S. Securities and Exchange Commission.
Zimmer disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Readers of this document are cautioned not to place undue
reliance on these forward-looking statements, since, while we believe the
assumptions on which the forward-looking statements are based are reasonable,
there can be no assurance that these forward-looking statements will prove to
be accurate. This cautionary statement is applicable to all forward-looking
statements contained in this document.