Zimmer Holdings Offer and ORTHOsoft Directors’ Circular Mailed to Shareholders
Zimmer Holdings, Inc. (NYSE: ZMH; 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The Offer is open for acceptance until 6:00 p.m. (Eastern time) on October 15, 2007, unless withdrawn or extended, and is subject to customary closing conditions including, among other things, that the number of ORTHOsoft common shares being validly deposited under the Offer and not withdrawn, upon expiration of the Offer, constitute, together with any common shares directly or indirectly held by ZMH Acquisition Co. and its affiliates, at least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 combination.
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.
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