In May, US-based Zimmer Holdings launched hostile bids for Swiss-based Centerpulse and its significant shareholder InCentive Capital, in a cash and stock deal worth $3.6bn.
It was the biggest unsolicited bid and first successful competing bid in Swiss corporate history. Zimmer successfully trumped an agreed-upon transaction between UK-based competitor Smith & Nephew and Centerpulse.
In addition to such headline-grabbing features, the deal was also highly complex in structure, involving unsolicited tender offers for two targets at once – Centerpulse, listed in both Zürich and New York, and its 18% shareholder InCentive. The deal was the first major test of the new Swiss takeover code. At the same time it needed to cope with Swiss and US takeover regulations and securities codes.
Zimmer’s stock price increased from about $48 on the day prior to launch to more than $56 on the day of closing.
