WARSAW, IN and MONTREAL, Nov. 5 /CNW Telbec/ - Zimmer Holdings, Inc.
(NYSE and SWX: ZMH), a leader in the orthopaedics industry, and its indirect
wholly owned subsidiary ZMH Acquisition Co. ("Offeror"), announced today that
pursuant to the extension of the Offer made for all the common shares
("Shares") of ORTHOsoft Inc. ("ORTHOsoft") (TSX-Venture: OSH), a leader in
computer navigation for orthopaedic surgery, it has now taken up and paid for
42,545,600 Shares, representing 92.36% of the total number of Shares
outstanding (other than those held by Zimmer or its affiliates at the time of
The Offeror will mail a Notice of Compulsory Acquisition to all
shareholders of ORTHOsoft whose Shares have not been deposited under the
Offer, as extended. The Offeror's objective is to acquire all Shares it does
not own by way of a compulsory acquisition pursuant to the Canada Business
Corporations Act. The Offeror also intends to cause ORTHOsoft to cease to be a
reporting issuer under Canadian Securities legislation and to apply to delist
the Shares from the TSX-Venture as soon as practicable.
The Shareholders of ORTHOsoft are advised to read the Notice of
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer is the
worldwide #1 pure-play orthopaedic leader in designing, developing,
manufacturing and marketing reconstructive and spinal implants, trauma and
related orthopaedic surgical products. Zimmer has operations in more than 24
countries around the world and sells products in more than 100 countries.
Zimmer's 2006 sales were approximately $3.5 billion. The Company is supported
by the efforts of more than 7,000 employees worldwide.
Zimmer Safe Harbor Statement
This press release contains forward-looking statements within the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995
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," "assumes," "guides,"
"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, our ability to
successfully integrate acquired businesses, the impact of our settlement of
the federal investigation into financial relationships with consulting
surgeons, including our compliance with the Deferred Prosecution Agreement
through March 2009 and the Corporate Integrity Agreement through 2012, the
outcome of the Department of Justice Antitrust Division investigation
announced in June 2006, the outcome of the informal investigation by the
Securities and Exchange Commission into U.S. Foreign Corrupt Practices Act
matters, 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, control of costs and expenses,
our ability to form and implement alliances, international growth,
governmental laws and regulations affecting our U.S. and international
businesses, including tax obligations and risks, 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 our periodic reports filed with the U.S.
Securities and Exchange Commission. We disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be set forth in our
periodic reports. 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.
For further information:
For further information: Media: Brad Bishop, (574) 372-4291,
firstname.lastname@example.org; Investors: Sean O'Hara, (574) 371-8032,
email@example.com; James T. Crines, (574) 372-4264,