WARSAW, IN and MONTREAL, Canada, Sept. 7 /CNW Telbec/ - Zimmer Holdings,
Inc. (NYSE and SWX: ZMH), a leader in the orthopaedics industry, and ORTHOsoft
Inc. (TSX-Venture: OSH), a leader in computer navigation for orthopaedic
surgery, announced that Zimmer's indirect wholly owned subsidiary, ZMH
Acquisition Co., has mailed today its offer and circular to ORTHOsoft
shareholders in connection with Zimmer's previously announced takeover bid for
all of ORTHOsoft's outstanding common shares in a cash transaction for
CDN$1.10 per common share (the "Offer"). The ORTHOsoft Directors' Circular was
also mailed with the Offer.
The Offer is open for acceptance until 6:00 p.m. (Eastern time) on
October 15, 2007, unless withdrawn or extended, and is subject to customary
closing conditions including, among other things, that the number of ORTHOsoft
common shares being validly deposited under the Offer and not withdrawn, upon
expiration of the Offer, constitute, together with any common shares directly
or indirectly held by ZMH Acquisition Co. and its affiliates, at least 66 2/3%
of the common shares calculated on a fully diluted basis and more than 50% of
the common shares calculated on a fully diluted basis, the votes attached to
which would be included in the minority approval of a second-step business
ORTHOsoft shareholders are advised to read the Offer, the Directors'
Circular and related documents, which have been filed with the Canadian
securities regulatory authorities, as they contain important information.
ORTHOsoft shareholders may obtain a copy of these materials at www.sedar.com.
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.
Visit Zimmer on the worldwide web at www.zimmer.com
ORTHOsoft develops and markets best-in-class medical software, instruments
and computerized systems designed to help orthopaedic surgeons increase
accuracy in hip, knee and spine implant surgery. ORTHOsoft's FDA-approved
patented software solutions are developed by surgeons for surgeons, resulting
in intuitive and easy-to-use navigation that tracks surgical flow and provides
surgeons with real-time data, thus helping to improve the surgical process and
patient outcomes. ORTHOsoft's 2006 revenues were approximately CDN$12.7
Visit ORTHOsoft on the worldwide web at www.orthosoft.ca
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 outcome of the Department of
Justice investigations announced in March 2005 and June 2006, 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.
ORTHOsoft Safe Harbor Statement
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
Certain statements contained in this news release, other than statements
of fact that are independently verifiable at the date hereof, may constitute
forward-looking statements. Such statements, inherently involve numerous risks
and uncertainties, known and unknown, many of which are beyond the control of
ORTHOsoft. Such risks include, but are not limited to: the risks that the
Offer will be unsuccessful for any reason, the impact of general economic
conditions, general conditions in the medical industry, and changes to the
competitive environment in the jurisdictions in which ORTHOsoft does business,
regulatory changes to the health care industry, and adequate protection of the
proprietary interests of ORTHOsoft. Consequently, actual future results may
differ materially from the anticipated results expressed in the
forward-looking statements. The reader should not place undue reliance on the
forward-looking statements included in this press release. These statements
speak only as of the date made, and ORTHOsoft is under no obligation and
disavows any intention to update or revise such statements as a result of any
event, circumstances, or otherwise.
For further information:
For further information: Zimmer Contacts: 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,