Filed by Smith & Nephew Group plc pursuant to
Rule 425 under the Securities Act of 1933
Subject Company: Centerpulse Ltd.
(Commission File No.: 001-14654)
On May 16, 2003, the following document was released to employees of Smith &
Nephew and Centerpulse.
[PICTURE OF MAN AND WOMAN]
Group Integration Update
The e-news update for global employees of Smith & Nephew and Centerpulse
Issue 4 2003
Smith & Nephew shareholders to vote on approval of merger
Extraordinary General Meeting serves as critical milestone
Most people who hold shares in a company are familiar with an Annual General
Meeting of shareholders (AGM), which is held once a year to vote on issues such
as the election of board members and approving annual accounts and other
necessary commercial issues. Sometimes the need arises to hold what is called an
Extraordinary General Meeting, or EGM.
Smith & Nephew reaches a critical milestone in the process of completing its
combination with Centerpulse AG on Monday 19 May, as Smith & Nephew shareholders
are asked to vote on a number of resolutions, including the offers for both
Centerpulse AG and InCentive Capital AG, Centerpulse's largest shareholder.
Also on the agenda for consideration is the proposed Scheme of Arrangement,
whereby Smith & Nephew Group plc would become the new holding company for the
enlarged group.
These approvals are a critical step for Smith & Nephew shareholders as we
move toward putting together these businesses.
A shareholder circular has been sent to all Smith & Nephew shareholders,
which informs them of the resolutions that will be voted on at the EGM. Only a
handful of shareholders actually attend this meeting, and the majority vote by
proxy (or electronically) in advance. There are eight resolutions in all, some
of these are special resolutions and others are ordinary resolutions. The
following is a list of the resolutions.
Special resolutions:
1) Approval of the creation of a "B" share (a necessary step to complete the
Scheme of Arrangement);
2) Approval of the implementation of the Scheme of Arrangement and adoption of
new Articles of Association;
3) Approval of the cancellation and repayment of Smith & Nephew Preference
Shares.
Ordinary resolutions:
4) Approval of the acquisition of Centerpulse and InCentive;
5) 6) & 7) Approval of the following plans in the name of Smith & Nephew Group:
. current employee share plans;
. current executive share option plans;
. current long-term incentive plan;
8) Approval of the establishment of employee share incentive plans in
additional countries.
If, as expected, all these resolutions are approved, the combined group will be
one step closer to reality as part of an exciting combined organisation within
the medical devices marketplace. You should expect to receive a copy of a brief
announcement planned for release on Monday regarding the outcome of the Smith &
Nephew EGM.
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Anticipated timeline reminder
21 May - Next Group Integration Committee meeting in Zurich
24 June - Offer period closes for Centerpulse shareholders to tender, or
submit, their shares
25 June - Dealings in Smith & Nephew Group shares anticipated to begin
17 July - Final results of the offers announced
25 July - Official settlement date
28 July - First day of 'trading' as a combined company and the launch of what is
expected to be the third largest Orthopaedic company in the world
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Group Integration Office Communications Representatives:
If you have a question or comment about material in this publication, please
email your company representative:
Smith & Nephew
Kathryn Austin at kathryn.austin@smith-nephew.com
Centerpulse
Chris Larson at chris.larson@centerpulse.com
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