FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SPECIAL REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities and Exchange Act of 1934
For the date of October 7, 2002
CENTERPULSE LTD.
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(Translation of registrant's name into English)
ANDREASSTRASSE 15
CH-8050 ZURICH
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(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F _______
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Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes________ No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- _____.
Centerpulse Ltd. is filing this Report on Form 6-K to furnish the attached
press release announcing Centerpulse's plans to sell its Vascutek vascular
grafts business.
Centerpulse Ltd. hereby incorporates this Report on Form 6-K by reference into
the Registration Statements on Form S-8, No. 33-8300, No. 333-76280 and No.
333-85388.
[CENTERPULSE LTD. LETTERHEAD]
MEDIA RELEASE
Date October 4, 2002
Page 1/2
CENTERPULSE TO SELL VASCUTEK
ZURICH, OCTOBER 4, 2002 - CENTERPULSE LTD ANNOUNCED TODAY THAT IT HAS ENTERED
INTO A DEFINITIVE AGREEMENT TO SELL ITS VASCUTEK VASCULAR GRAFTS BUSINESS TO
JAPANESE MEDICAL DEVICE COMPANY TERUMO CORPORATION FOR USD 170 MILLION, SUBJECT
TO CUSTOMARY WORKING CAPITAL ADJUSTMENTS. THE SALE OF VASCUTEK IS THE SECOND
STEP IN CENTERPULSE'S PLAN TO DIVEST ITS CARDIOVASCULAR INTERESTS, AFTER THE
SEPTEMBER ANNOUNCEMENT OF THE SALE OF INTRATHERAPEUTICS FOR USD 95 MILLION. THE
SALE PROCESS FOR CENTERPULSE'S REMAINING CARDIOVASCULAR BUSINESS IS PROCEEDING
ACCORDING TO PLAN, AND FIRM BIDS ARE EXPECTED SOON.
The sale of Scotland-based Vascutek and its international distribution network
is expected to close during November. The closing is subject to customary
closing conditions. Vascutek is a leading global manufacturer and marketer of
vascular prostheses. The company develops, produces and distributes products
that treat cardiovascular disease. The company employs staff of 240 and
generated sales of CHF 35 million during the first half of 2002.
Tokyo-based Terumo Corporation is a leading manufacturer and distributor of a
broad range of medical products, including cardiovascular technologies and
implants, which are sold in approximately 150 countries worldwide. Terumo is
focused on growing its cardiovascular business, and believes the addition of
Vascutek to its portfolio is an important strategic step towards this goal.
Centerpulse announced plans to divest its Cardiac and Vascular Divisions in June
of this year. The company is refining its strategic focus to emphasize the core
sectors of orthopedic, spine and dental implants.
Lehman Brothers is acting as exclusive financial advisor to Centerpulse.
McDermott, Will & Emery is acting as outside legal counsel.
Centerpulse's subsidiary companies develop, produce, and distribute medical
implants and biological materials for cardiovascular and orthopedic markets
worldwide. The product array includes artificial joints, dental implants, spinal
implants and instrumentation, trauma products, heart valves, synthetic blood
vessels and stents for vascular and non-vascular obstructions.
MEDIA RELEASE
Date October 4, 2002
Page 2/2
SAFE HARBOR STATEMENTS UNDER THE U.S. PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995.
This report may contain forward-looking statements including, but not limited
to, projections of future performance of materials and products, financial
conditions, results of operations and cash flows, containing risks and
uncertainties. These statements are subject to change based on known risks
detailed from time to time in the Company's Securities and Exchange Commission
filings and other known and unknown risks and various other factors which could
cause the actual results or performance to differ materially from the statement
made herein.
MEDIA INQUIRIES:
Centerpulse Corporate Communications
Erwin Schaerer
Mobile +41 (0)79 407 12 25
Phone +41 (0)1 306 96 53
Fax +41 (0)1 306 96 51
E-mail: press-relations@centerpulse.com
INVESTOR RELATIONS:
Marc Ostermann
Phone +41(0)1 306 98 24
Fax +41(0)1 306 98 31
E-mail: investor-relations@centerpulse.com
(Swiss Stock Market symbol: CEPN, New York Stock Exchange symbol: CEP)
THIS NEWS RELEASE IS AVAILABLE ON THE INTERNET AT:
www.centerpulse.com.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorised.
CENTERPULSE LTD.
By: /s/ David Wise
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Name: David Wise
Title: Group Vice President and
General Counsel,
Centerpulse USA Inc.
Date: October 7, 2002