Zimmer Holdings, Inc. Agrees to Sell $7.65 Billion of Senior Notes in Connection with Pending Merger with Biomet

WARSAW, Ind., March 11, 2015 /PRNewswire/ -- Zimmer Holdings, Inc. (NYSE and SIX: ZMH) announced today that it has agreed to sell $7.65 billion of senior notes in an underwritten public offering through Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book-running managers. The offering consists of the following tranches:

The offering is expected to close on March 19, 2015.

The Company intends to use the net proceeds from the offering to finance a portion of the cash consideration for its previously announced merger with LVB Acquisition, Inc. ("LVB"), the parent of Biomet, Inc. ("Biomet"), payment of fees and expenses incurred in connection with the merger and the payment of a portion of LVB's funded debt.  The merger is expected to close by the end of the first quarter of 2015, or shortly thereafter, subject to applicable regulatory approvals.  In the event that the Biomet merger is not consummated, the Company expects to use the net proceeds from the offering of the Notes, together with cash on hand, to redeem the Notes.

The offering of the Notes is not conditioned upon the consummation of the Biomet merger.

The offering of the Notes is being made pursuant to the Company's effective shelf registration statement filed with the Securities and Exchange Commission ("SEC").  The offering of the Notes will be made only by means of a prospectus supplement relating to the offering of the Notes and the accompanying base prospectus, copies of which may be obtained by contacting: Citigroup Global Markets Inc. toll-free at 1‑800‑831‑9146; Credit Suisse Securities (USA) LLC toll-free at 1‑800‑221‑1037; J.P Morgan Securities LLC collect at 1-212-834‑4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1‑800‑294‑1322.

These documents will also be filed with the SEC and will be available on the SEC's website at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About the Company

Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer designs, develops, manufactures and markets orthopaedic reconstructive, spinal and trauma devices, dental implants and related surgical products.  Zimmer has operations in more than 25 countries around the world and sells products in more than 100 countries.  Zimmer's 2014 sales were approximately $4.7 billion.  Zimmer is supported by the efforts of more than 9,000 employees worldwide.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  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.  Such forward‑looking statements include, but are not limited to, statements about the offering of the Notes, the consummation of the pending merger between Zimmer and LVB, including future financial and operating results, the combined company's plans, objectives, expectations and intentions, the expected timing of completion of the transaction and other statements that are not historical facts.  Such statements are based upon the current beliefs and expectations of Zimmer's management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially.  These risks and uncertainties include, but are not limited to: the possibility that the anticipated synergies and other benefits from the proposed merger of Zimmer and LVB will not be realized, or will not be realized within the expected time periods; the inability to obtain regulatory approvals of the merger (including the approval of antitrust authorities necessary to complete the transaction) on the terms desired or anticipated; the timing of such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction; the risk that a condition to closing the transaction may not be satisfied on a timely basis or at all; the risk that the proposed transaction fails to close for any other reason; the risks and uncertainties related to Zimmer's ability to successfully integrate the operations, products and employees of Zimmer and Biomet; the effect of the potential disruption of management's attention from ongoing business operations due to the pending merger; the effect of the announcement of the proposed merger on Zimmer's and Biomet's relationships with their respective customers, vendors and lenders and on their respective operating results and businesses generally; risks relating to the value of the Zimmer shares to be issued in the transaction; access to available financing (including financing for the proposed merger) on reasonable terms; the outcome of any legal proceedings related to the proposed merger; the risks and uncertainties normally incidental to the orthopaedic industry, including price and product competition; the success of the companies' quality and operational excellence initiatives; changes in customer demand for Zimmer's or Biomet's products and services caused by demographic changes or other factors; the impact of healthcare reform measures, including the impact of the U.S. excise tax on medical devices; reductions in reimbursement levels by third‑party payors and cost containment efforts of healthcare purchasing organizations; dependence on new product development, technological advances and innovation; shifts in the product category or regional sales mix of Zimmer's or Biomet's products and services; supply and prices of raw materials and products; control of costs and expenses; the ability to obtain and maintain adequate intellectual property protection; the ability to form and implement alliances; challenges relating to changes in and compliance with governmental laws and regulations, including regulations of the U.S. Food and Drug Administration (the "FDA") and foreign government regulators, such as more stringent requirements for regulatory clearance of products; the ability to remediate matters identified in any inspectional observations or warning letters issued by the FDA; changes in tax obligations arising from tax reform measures or examinations by tax authorities; product liability and intellectual property litigation losses; the ability to retain the independent agents and distributors who market Zimmer's and Biomet's products; dependence on a limited number of suppliers for key raw materials and outsourced activities; changes in general industry and market conditions, including domestic and international growth rates and general domestic and international economic conditions, including interest rate and currency exchange rate fluctuations; and the impact of the ongoing economic uncertainty affecting countries in the Euro zone on the ability to collect accounts receivable in affected countries.  For a further list and description of such risks and uncertainties, see Zimmer's periodic reports filed with the SEC.  Copies of these filings, as well as subsequent filings, are available online at www.sec.gov or on request from Zimmer.  Zimmer disclaims 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 its periodic reports.  Readers of this communication are cautioned not to place undue reliance on these forward‑looking statements, since, while management believes 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 communication.

Additional Information and Where to Find It

Zimmer filed with the SEC, and the SEC declared effective on September 29, 2014, a registration statement on Form S‑4 that includes a consent solicitation statement of LVB Acquisition, Inc., the parent company of Biomet, that also constitutes a prospectus of Zimmer.  INVESTORS AND SECURITYHOLDERS OF LVB ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER FILINGS MADE WITH THE SEC IN CONNECTION WITH THE MERGER CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.  The registration statement and consent solicitation statement/prospectus and other documents filed by Zimmer with the SEC may be obtained free of charge at the SEC's website at www.sec.gov.  You may also read and copy any reports, statements and other information filed by Zimmer, LVB and Biomet with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549.  Please call the SEC at (800) 732‑0330 or visit the SEC's website for further information on its public reference room.  Certain executive officers and directors of LVB have interests in the proposed transaction that may differ from the interests of stockholders generally, including benefits conferred under retention, severance and change in control arrangements and continuation of director and officer insurance and indemnification. 

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SOURCE Zimmer Holdings, Inc.

Related Links

http://www.zimmer.com

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