WARSAW, Ind. and MONTREAL, Sept. 7 ZimmerHoldings, Inc. (NYSE: ZMH; SWX: ZMH), a leader in the orthopaedics industry,and ORTHOsoft Inc. (TSX-Venture: OSH), a leader in computer navigation fororthopaedic surgery, announced that Zimmer's indirect wholly owned subsidiary,ZMH Acquisition Co., has mailed today its offer and circular to ORTHOsoftshareholders in connection with Zimmer's previously announced takeover bid forall of ORTHOsoft's outstanding common shares in a cash transaction forCDN$1.10 per common share (the "Offer"). The ORTHOsoft Directors' Circular wasalso mailed with the Offer.
The Offer is open for acceptance until 6:00 p.m. (Eastern time) on October15, 2007, unless withdrawn or extended, and is subject to customary closingconditions including, among other things, that the number of ORTHOsoft commonshares being validly deposited under the Offer and not withdrawn, uponexpiration of the Offer, constitute, together with any common shares directlyor indirectly held by ZMH Acquisition Co. and its affiliates, at least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% ofthe common shares calculated on a fully diluted basis, the votes attached towhich would be included in the minority approval of a second-step businesscombination.
ORTHOsoft shareholders are advised to read the Offer, the Directors'Circular and related documents, which have been filed with the Canadiansecurities regulatory authorities, as they contain important information.ORTHOsoft shareholders may obtain a copy of these materials at www.sedar.com.
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer is theworldwide #1 pure-play orthopaedic leader in designing, developing,manufacturing and marketing reconstructive and spinal implants, trauma andrelated orthopaedic surgical products. Zimmer has operations in more than 24countries around the world and sells products in more than 100 countries.Zimmer's 2006 sales were approximately $3.5 billion. The Company is supportedby the efforts of more than 7,000 employees worldwide.
Visit Zimmer on the worldwide web at www.zimmer.com
ORTHOsoft develops and markets best-in-class medical software, instrumentsand computerized systems designed to help orthopaedic surgeons increaseaccuracy in hip, knee and spine implant surgery. ORTHOsoft's FDA-approvedpatented software solutions are developed by surgeons for surgeons, resultingin intuitive and easy-to-use navigation that tracks surgical flow and providessurgeons with real-time data, thus helping to improve the surgical process andpatient outcomes. ORTHOsoft's 2006 revenues were approximately CDN$12.7million.
Visit ORTHOsoft on the worldwide web at www.orthosoft.ca
Zimmer Safe Harbor Statement
This press release contains forward-looking statements within the safeharbor provisions of the Private Securities Litigation Reform Act of 1995based on current expectations, estimates, forecasts and projections about theorthopaedics industry, management's beliefs and assumptions made bymanagement. Forward-looking statements may be identified by the use offorward-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 othervariations on such terms or comparable terminology. These statements are notguarantees of future performance and involve risks, uncertainties andassumptions that could cause actual outcomes and results to differ materially.These risks and uncertainties include, but are not limited to, our ability tosuccessfully integrate acquired businesses, the outcome of the Department ofJustice investigations announced in March 2005 and June 2006, price andproduct competition, rapid technological development, demographic changes,