FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of
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1934
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April 24, 2003
Commission File Number 001-14978
SMITH & NEPHEW plc
(Registrant's name)
15 Adam Street
London, England WC2N 6LA
(Address of registrant's principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
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[Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1).]
Yes No X
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[Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7).]
Yes No X
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[Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing 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-n/a.
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Total Pages: 5
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 authorized.
Smith & Nephew plc
(Registrant)
Date: April 24, 2003 By: /s/ Paul Chambers
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Paul Chambers
Company Secretary
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Centerpulse [GRAPHIC OMITTED] [GRAPHIC OMITTED] Smith + Nephew
Not for release, publication or distribution in, into or from Canada,
Australia or Japan
24 APRIL 2003 FOR IMMEDIATE RELEASE
SMITH & NEPHEW AND CENTERPULSE: TRANSACTION UPDATE
London/Zurich, 24 April 2003 - Smith & Nephew plc, the global advanced medical
devices company, and Centerpulse AG, a leading medical technology group,
announce that documents are being posted today to their respective
shareholders regarding the proposed combination of the two businesses to
create a leading global orthopaedics company, as announced on 20 March 2003.
The timetable for key events is expected to be as follows:
o 25 April 2003 - Offers for Centerpulse AG and InCentive Capital AG launched
o 19 May 2003 - Smith & Nephew EGM and Court Meeting
o 24 June 2003 - Offers close
o 25 June 2003 - Dealings in new Smith & Nephew Group shares commence
o 17 July 2003 - Final results of the offers announced
With the prior approval of the Swiss Takeover Board, Smith & Nephew Group
reserves the right to extend the offer period beyond 40 days.
Smith & Nephew shareholders will receive a circular containing details of the
Scheme to establish Smith & Nephew Group as the new holding company of Smith &
Nephew. The circular will also contain notices of an extraordinary general
meeting and a court meeting to approve the Transaction. Shareholders will also
receive Listing Particulars relating to the New Ordinary Shares to be issued
by Smith & Nephew Group pursuant to the Scheme and the Offers. Smith & Nephew
preference shareholders will receive a separate circular containing proposals
to redeem all the existing preference shares.
Centerpulse shareholders will receive a summary offer prospectus, a form of
acceptance in respect of the public tender offer for Centerpulse and Summary
Listing Particulars relating to Smith & Nephew Group. Centerpulse shareholders
with a registered address in the US will receive a prospectus filed under Form
F-4 instead of the summary offer prospectus.
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Under the parallel offer for InCentive Capital, its shareholders will receive
an offer prospectus, a form of acceptance in respect of the public tender
offer for InCentive Capital and Summary Listing Particulars relating to Smith
& Nephew Group.
ENQUIRIES:
Smith & Nephew
Helpline for Smith & Nephew shareholders Tel: +44 (0) 870 600 2027 (UK)
Tel: +44 (0) 1903 702767 (outside UK)
Angie Craig, Corporate Affairs Director Tel: +44 (0) 20 7401 7646
Centerpulse
Helpline for Centerpulse shareholders Tel: +41 (0) 848 372 436
Beatrice Tschanz, Corporate Communications Tel: +41 (0) 1 306 9646
Suha Demokan, Investor Relations Tel: +41 (0) 1 306 9825
InCentive Tel: +41 (0) 1 205 9300
Raoul Bloch
Lazard Tel: +44 (0) 20 7187 2000
(Financial Advisers to Smith & Nephew)
Nicholas Shott
Lehman Brothers
(Financial Advisers to Centerpulse)
Kenneth Siegel Tel: +1 212 526 7000
Henry Phillips Tel: +44 (0) 20 7601 0011
UBS Warburg
(Financial Advisers to Centerpulse)
Karl Schmidt Tel: +44 (0) 20 7568 5959
Liam Beere Tel: +44 (0) 20 7568 2286
Lombard Odier Darier Hentsch & Cie
(Financial Advisers to InCentive and Offers Manager)
Romeo Cerutti Tel: +41 (0) 1 214 1330
Marc Klingelfuss Tel: +41 (0) 1 214 1332
Financial Dynamics
(PR for Smith & Nephew)
London: David Yates / Jonathan Birt Tel: +44 (0) 20 7831 3113
New York: Anton Nicholas / Deborah Ardern-Jones Tel: +1 212 850 5626
The definitions used in this announcement shall have the same meaning as set
out in the Smith & Nephew Group Listing Particulars / Summary Listing
Particulars issued today.
Lazard is acting exclusively for Smith & Nephew and Smith & Nephew Group and
for no-one else in connection with the Offers and will not be responsible to
any other persons for providing the protections other afforded to clients of
Lazard or for providing advice in relation to the Offers.
3
Lehman Brothers is acting for Centerpulse in connection with the Transaction
and no-one else and will not be responsible to anyone other than Centerpulse
for providing the protections offered to clients of Lehman Brothers nor for
providing advice in relation to the Transaction.
UBS Warburg is acting for Centerpulse in connection with the Transaction and
no-one else and will not be responsible to anyone other than Centerpulse for
providing the protections offered to clients of UBS Warburg nor for providing
advice in relation to the Transaction.
Lombard Odier Darier Hentsch & Cie is acting as financial adviser for
InCentive in connection with the Transaction and no-one else and will not be
responsible to anyone other than InCentive for providing the protections
offered to clients of Lombard Odier Darier Hentsch & Cie nor for providing
advice in relation to the Transaction. In addition, Smith & Nephew has
entrusted Lombard Odier Darier Hentsch & Cie with the technical execution of
both the Centerpulse and the InCentive Offer.
United States of America
This news release does not constitute an offer to purchase or a solicitation
of an offer to sell any securities. The complete terms and conditions of the
exchange offer are set forth in a preliminary prospectus/offer to exchange and
a related letter of transmittal, which are included in a Registration
Statement on Form F-4 that is being filed on April 25, 2003 with the
Securities and Exchange Commission. The preliminary prospectus/offer to
exchange and related letter of transmittal will be mailed to holders of
Centerpulse American Depositary Receipts and U.S. holders of Centerpulse
shares. The Registration Statement (including the preliminary prospectus/offer
to exchange, letter of transmittal and related documents) will also be
available free of charge on the SEC's Web site at www.sec.gov.
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Other Jurisdictions
Offering materials relating to the Offers are not being distributed in or into
a country or jurisdiction, including without limitation Canada, Australia or
Japan, where such distribution would be considered unlawful or in which it
would otherwise breach any applicable law or regulation or which would require
Smith & Nephew Group to amend any term or condition of the Offers in any way
or which would require Smith & Nephew Group to make any additional filing
with, or take any additional action with regards to any governmental,
regulatory or legal authority, including without limitation Canada, Australia
or Japan. Offering materials relating to the Offers may not be used for the
purposes of soliciting the purchases of any securities of Centerpulse or
InCentive from anyone in such country or jurisdiction.