Zimmer Holdings Inc. (Jobs) 's Offer To Acquire ORTHOsoft Inc. Is Successful; Offer Is Extended Until October 26, 2007
Published: Oct 16, 2007
WARSAW, Ind. and MONTREAL, Oct. 16 /PRNewswire-FirstCall/ -- Zimmer Holdings, Inc. ("Zimmer") , a leader in the orthopaedics industry, and its indirect wholly-owned subsidiary ZMH Acquisition Co. ("Offeror"), announced today that the bid to acquire ORTHOsoft Inc. ("ORTHOsoft") (TSX-Venture: OSH), a leader in computer navigation for orthopaedic surgery, has been successful. Zimmer expects to close the transaction by early November.
A total of 41,509,214 common shares ("Shares") of ORTHOsoft were deposited by shareholders of ORTHOsoft at or prior to 6:00 p.m. (Eastern Time) on October 15, 2007, being the expiry time of the offer made by the Offeror on September 7, 2007 to acquire all of the issued and outstanding Shares, including Shares issuable pursuant to the exercise of ORTHOsoft options. This represents, with Shares held by Zimmer or its affiliates, approximately 91.31% of the 52,392,755 outstanding Shares.
In view of these results, all of the conditions mentioned in the Offer have been met. The Offeror notified Computershare Investor Services Inc., the depositary for the Offer, that the Offeror had decided to take-up all the Shares validly deposited and not withdrawn under the Offer at or prior to 6:00 p.m. (Eastern Time) on October 15, 2007, made appropriate arrangements for the prompt payment of such Shares, and extended the Offer for acceptance until 8:00 a.m. (Eastern Time) on October 26, 2007.
Except for the above extension, the terms and conditions set forth in the Offer continue to apply in all respects. The Offeror will mail a Notice of Extension to all shareholders of ORTHOsoft whose Shares were not deposited under the Offer. Those shareholders are invited to deposit their Shares under the Offer by no later than 8:00 a.m. (Eastern Time) on October 26, 2007.
The Shareholders of ORTHOsoft are advised to read the Notice of Extension, the Offer to Purchase and Circular and all related documents which have been filed with Canadian securities commissions as they contain important information. Shareholders may obtain a copy of the material (when available) at the SEDAR web site at www.sedar.com.
Zimmer said it intends to maintain ORTHOsoft's current operations in Montreal and will integrate the company with Zimmer's Computer Assisted Solutions (CAS) organization. ORTHOsoft currently has 81 employees, most of whom are engaged in sales and product development.
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, 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.
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