In orthopedic M&A, one audacious open letter stands as a masterclass in disruption. Back in 2003, Smith & Nephew had seemingly sealed the fate of Swiss giant Centerpulse with a meticulously negotiated acquisition—boards aligned, terms set, and closure imminent. But in a stunning overnight reversal that still echoes through boardrooms today, Zimmer's chairman unleashed a persuasive missile: a public missive offering a jaw-dropping 19% premium, blending strategic flattery, financial muscle, and unyielding confidence to snatch victory from the jaws of defeat. This is the story of the letter that didn't just flip a deal—it redefined the art of the corporate rug pull.
Background The Smith & Nephew acquisition of Centerpulse was announced on March 19, 2003, as a recommended offer structured through a new holding company, Smith & Nephew Group plc. The key terms included a consideration of 25.15 new Smith & Nephew Group shares plus CHF 73.42 in cash per Centerpulse share, which valued each Centerpulse share at approximately CHF 282 based on Smith & Nephew's closing share price of 381.25p on March 19, 2003. This represented a total value of about CHF 3.3 billion ...
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