Zimmer Holdings Inc. yesterday announced the results of the vote held at the special meeting of Zimmer stockholders in connection with its exchange offers for Centerpulse AG and InCentive Capital AG, a significant shareholder of Centerpulse. Zimmer also highlighted certain aspects of the "mix and match" election feature in Zimmer's offer.

At the meeting, stockholders voted to approve the issuance of up to 45.4 million shares of Zimmer common stock in connection with Zimmer's exchange offers for Centerpulse and InCentive Capital. Approximately 140 million shares were represented at the meeting (including shares represented by proxies), of which approximately 98 percent, or 137 million shares, were voted in favor of the proposal.

As previously announced, Centerpulse informed Zimmer that the U.S. Securities and Exchange Commission is conducting an informal investigation of Centerpulse relating to certain accounting issues. Zimmer has been advised by Centerpulse management that Centerpulse is fully cooperating with the investigation, and Zimmer is continuing to conduct its own review of the matter.

Ray Elliott, chairman, president and CEO of Zimmer, said, "We are excited about the potential this combination represents and are equally excited that we enjoy the full support of our stockholders as we move forward to work together with Centerpulse management and employees to create the No. 1 pure play orthopedics company in the world."

In light of certain questions regarding the mix and match election feature from Centerpulse and InCentive Capital shareholders wishing to tender their shares into Zimmer's offers, Zimmer also highlighted certain aspects of the mix and match election feature.

As described in Zimmer's prospectuses relating to the Centerpulse offer and the InCentive offer, the mix and match election feature allows tendering shareholders to elect to receive more shares of Zimmer common stock or more cash than the standard entitlement, in all cases, to the extent off-setting elections have been made by other tendering shareholders.

For purposes of determining the number of shares of Zimmer common stock and the amount of cash to be received by the tendering shareholders who have elected to receive more shares or cash than the standard entitlement, the assumed value of Zimmer common stock will be CHF 62.50 (based on the closing price of Zimmer common stock of $48.28 per share May 19, the last trading day prior to the prenouncement of Zimmer's offers and the noon buying rate for U.S. dollars on the date of US $1 = CHF 1.2945).

If Zimmer's offers are successful, shareholders of Centerpulse and InCentive Capital will have until the last day of the applicable subsequent offering period for Zimmer's offers (currently expected to be Sept. 15) to submit their mix and match elections in accordance with the procedures described in the applicable prospectus previously distributed to them. To ensure that Zimmer's minimum tender conditions of 66-2/3 percent (in the case of the Centerpulse offer) and 80 percent (in the case of the InCentive offer) are satisfied as of the expiration date of Zimmer's offers, which is currently scheduled to be Aug. 27, shareholders who wish to tender their share into Zimmer's offers must tender their shares by the Aug. 27 expiration date. Therefore, shareholders who wish to tender their shares into Zimmer's offers but would like to defer their decision regarding the mix and match election to a later date should tender their shares into Zimmer's offers by Aug. 27 and separately submit the completed mix and match election form prior to the expiration of the subsequent offering period.

In addition, shareholders who already have made their mix and match elections may change their elections by completing a new mix and match election form and timely submitting the form in accordance with the procedures outlined in the applicable prospectus.

Zurich - Since Zimmer's approval of the issuance of new shares to complete its exchange offer for Centerpulse, the Centerpulse board recommendation of the Zimmer offer now is unconditional and the board report is being sent to shareholders.

Max Link, chairman and CEO of Centerpulse, said, "We are pleased the Zimmer shareholders voted so strongly in favor of the transaction and look forward to a successful integration of our two fine organizations."

Zimmer stock opened today at $48.90, down slightly from its previous closing of 49.07. Centerpulse stock opened at $26, down slightly from previous close of $26.08. [[In-content Ad]]