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Shares tendered to Zimmer in the exchange offers represent 98.7 percent ownership interest in Centerpulse.
Zimmer Holdings Inc. Friday announced the definitive final results of Zimmer's exchange offer for Centerpulse AG. Zimmer also announced the corresponding results of its exchange offer for InCentive Capital AG, which beneficially owns 2,237,577 Centerpulse registered shares representing approximately 18.3 percent of the issued Centerpulse shares. The subsequent offering period (or additional acceptance period) for each of Zimmer's exchange offers expired at 9 a.m. Warsaw time on Sept. 15.
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 Zimmer's Centerpulse offer), an aggregate of 9,006,144 Centerpulse registered shares and 8,585,666 Centerpulse American depositary shares, including 321,201 Centerpulse ADS subject to guaranteed delivery, were tendered and not withdrawn in the initial offering period and subsequent offering period. Based on information provided by Centerpulse, the foregoing shares and ADSs represent approximately 80.5 percent and, together with the Centerpulse registered shares held by InCentive Capital, 98.7 percent of the issued Centerpulse registered shares (including shares represented by Centerpulse ADSs).
Based on information provided by Credit Suisse First Boston (the Swiss offer manager for Zimmer's InCentive Capital offer), an aggregate of 2,146,871 bearer shares of InCentive Capital were tendered and not withdrawn in the initial offering period and subsequent offering period. The foregoing shares represent approximately 99.9 percent of the issuedbearer shares of InCentive Capital.
"Just four months ago, we announced our plan to create an orthopedics powerhouse, one with a unique combination of leading market positions, cutting edge technology and global scale," said Ray Elliott, chairman, president and CEO of Zimmer. "We are extremely gratified by the support we have received from the employees, customers and shareholders of both companies, and look forward to closing the transaction in just two short weeks."
Based on the results of the mix and match elections in Zimmer's Centerpulse offer and InCentive Capital offer, holders of Centerpulse registered shares and Centerpulse ADS who elected to receive "as many shares of Zimmer common stock as possible" will receive 3.7947 shares of Zimmer common stock and CHF 112.83 net in cash for each tendered registered share and 0.3795 of a share of Zimmer common stock and the U.S. dollar equivalent of CHF 11.28 net in cash for each tendered ADS. Holders of Centerpulse registered shares and Centerpulse ADSswho elected to receive "as much cash as possible" will receive CHF 350 net in cash for each tendered registered share and the U.S. dollar equivalent of CHF 35 net in cash for each tendered ADS. Holders of Centerpulse registered shares and Centerpulse ADS who elected to receive the "standard entitlement" or who did not make any mix and match elections will receive 3.68 shares of Zimmer common stock and CHF 120 net in cash for each tendered registered share and 0.368 of a share of Zimmer common stock and the U.S. dollar equivalent of CHF 12 net in cash for each tendered ADS.
In addition, based on the above-described mix and match election results, holders of bearer shares of InCentive Capital who elected to receive "as many shares of Zimmer common stock as possible" will receive 4.0059 shares of Zimmer common stock and CHF 168.15 net in cash for each tendered bearer share. Holders of bearer shares of InCentive Capital who elected to receive "as much cash as possible" will receive CHF 418.52 net in cash for each tendered bearer share. Holders of bearer shares of InCentive Capital who elected to receive the "standard entitlement" or who did not make any mix and match elections will receive 3.8349 shares of Zimmer common stock and CHF 178.84 net in cash for each tendered bearer share.
As previously announced, the exchange of Centerpulse registered shares, Centerpulse ADS and bearer shares of InCentive Capital for shares of Zimmer common stock and cash will take place Oct. 2. Shares of Zimmer common stock to be issued pursuant to the exchange offers have been authorized for listing on the New York Stock Exchange. Zimmer has applied for a secondary listing of its shares of common stock on the SWX Swiss Exchange. Zimmer expects these shares to begin trading on the SWX Swiss Exchange immediately following the consummation of the exchange offers.
Zimmer intends promptly to initiate the compulsory acquisition process under Swiss law with respect to both Centerpulse and InCentive Capital. Under the Swiss compulsory acquisition process, subject to approval by the relevant Swiss authorities, each Centerpulse registered share (including shares represented by Centerpulse ADS) and each bearer share of InCentive Capital that remain outstanding will be canceled and converted into the right to receive the consideration offered in Zimmer's Centerpulse offer and InCentive Capital offer, respectively.
