Zimmer Holdings Inc. (NYSE: ZMH) Tuesday announced its intention to attempt acquisition of Centerpulse AG for CHF (Swiss Francs) 120 cash and 3.68 Zimmer shares per Centerpulse registered share.

The offer includes registered shares represented by Centerpulse American depository shares.

Based on Zimmer's closing price Monday, the offer implies a value of CHF 350 per Centerpulse share. This represents CHF 4.16 billion or approximately U.S. $3.22 billion. Zimmer also announced a related offer for InCentive Capital AG, which holds 18.9 percent of the outstanding shares of Centerpulse.

According to Zimmer, the transaction:

• Creates the No. 1 pure-play orthopedics company in the world, possessing a unique combination of leading market positions, cutting edge technology and global scale.

• Combines Centerpulse's leadership in European orthopedics and spine and dental operations with Zimmer's leading positions in the United States and Japan in reconstructive products and Minimally Invasive Solutionsª procedures and technologies.

• Increases Zimmer's earnings per share in the first year, before synergies and one-time charges.

• Is financially superior to the current competing offer.

Tuesday morning, Ray Elliott, Zimmer's chairman and CEO, sent a letter to Max Link, Centerpulse's chairman and CEO, summarizing past discussion about the future of the two companies and outlining increased terms of an offer originally made in October.

Zimmer also intends to make a separate offer to acquire all of the outstanding bearer shares of InCentive Capital AG, which currently has a beneficial interest in approximately 18.9 percent of the outstanding Centerpulse registered shares. The terms of the InCentive offer will be substantially the same as the offer for Centerpulse registered shares.

The Centerpulse and InCentive offers will allow shareholders to elect to vary the proportions of the shares of Zimmer common stock and cash received in the offer, subject to offsetting elections of other tendering shareholders.

Together, Centerpulse and Zimmer will operate as the world's largest and most profitable reconstructive company, and will allow Centerpulse's employees to become part of a fast-growing industry leader with a strong commitment to R&D and significant financial and operational results.

The strategic merit of a Centerpulse/Zimmer combination is compelling, as the No. 1 pure-play orthopedics company, the combination will have leading market positions in every critical product and geographic market - reconstructive, including hips and knees, as well as Europe, the U.S. and Japan.

The combined company would have more than $2 billion in sales, 2,000 sales people and 1,000 issued patents. Dual listings will be created on both the New York Stock Exchange and the SWX Swiss Exchange.

Since another offer was commenced for Centerpulse and InCentive Capital, Zimmer must make the proposal by pre-announcement filings with the Swiss Takeover Board, but prefers to work with Link and the boards of directors for Centerpulse and InCentive Capital

Updates on the acquisition will be available through Zimmer's Web site by clicking on "Acquisition Update" on the home page at www.zimmer.com [[In-content Ad]]