EXHIBIT 99.1
SULZERMEDICA
Winterthur, November 17, 2000 Press Office
Sulzer Medica Management AG
CH-8401 Winterthur
Switzerland
Phone +41 52 262 72 92
. Fax +41 52 262 00 25
Sulzer Medica to strengthen its ties with Tutogen Medical Inc.
Sulzer Medica and Capital Partners II, Ltd. Liquidating Trust today announced an
agreement whereby Sulzer Medica will offer to purchase up to 50% of the
interests of beneficiaries in Capital Partners II for approximately USD 30
million. Capital Partners owns over 50% of Tutogen Medical, Inc. (TTG) with
which Sulzer Medica holds strategic agreements on the distribution and marketing
of bone tissue for spinal and dental applications.
Sulzer Medica offers to purchase up to 21,627 Trust Units of Capital Partners II
at a price of USD 1,387 each. The purchase would give Sulzer Medica a stake of
approximately 50% in Capital Partners II. The Board of Trustees of the Trust has
unanimously approved the agreement and the making of the tender offer. If Sulzer
Medica is offered fewer then 8,651 Trust Units, representing approximately 20%
of interests in the Trust, Sulzer Medica will have no obligation to complete the
deal. The tender offer is valid for at least 20 working days.
Capital Partners II holds a majority of the shares of Tutogen Medical, Inc.,
which is engaged in the business of processing bone tissue, including human
donor bone, or allografts, and in the distribution of specialty surgical
products for neuro, orthopedic, reconstructive and general surgical
applications. Sulzer Medica, which already has a stake of close to 10% in
Tutogen, markets and distributes Tutogen's processed bone tissue products for
spinal and dental applications. As a part of its strategy to continue the
expansion of its spinal fusion product offering, Sulzer Spine-Tech will launch
new Tutogen bone tissue products in the future.
Sulzer Medica, headquartered in Winterthur, Switzerland, develops, manufactures
and markets implantable medical devices and biomaterials for the cardiovascular
and orthopedic markets worldwide. The company's products include joint
prostheses, spine implants, products for traumatology and oral rehabilitation,
heart valves and vascular grafts. (Swiss Stock Exchange: SMEN; NYSE: SM).
IMPORTANT LEGAL INFORMATION
The foregoing communications contain forward-looking statements within the
meaning of the Safe Harbor Provisions of the U.S. Private Securities Litigation
Reform Act of 1995 (the "Safe Harbor Provisions"). Sulzer Medica and Capital
Partners II are under no
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SULZERMEDICA
Page 2 of 2/November 17, 2000
Sulzer Medica to strengthen its ties with Tutogen Medical Inc.
obligation to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements as a result of new information, future events
or otherwise. The Safe Harbor Provisions are not applicable to the foregoing
communication to the extent that they constitute tender offer materials and have
not been judicially determined to be applicable to such communication to the
extent that they constitute soliciting materials.
Investors and security holders are strongly advised to read both the tender
offer statement and the solicitation/recommendation statement regarding the
tender offer referred to in this press release, which they become available,
because they will contain important information. The tender offer statement will
be filed by Sulzer Medica with the SEC and the solicitation/recommendation
statement will be filed by Capital Partners II, Ltd. Liquidating Trust with the
SEC.
Investors and security holders may obtain a free copy of these statements (when
available) and other documents filed by Sulzer Medica and the Trust at the SEC's
web site at http://www.sec.gov or copies may be inspected, without charge, at
the public reference facilities of the SEC located at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional office of the Commission located in
New York, New York and Chicago, Illinois. Copies of these statements and other
documents may be obtained from the SEC for a fee.
For Sulzer Medica: Henner Alms, phone +41 (0)52-262 71 50
E-Mail: [email protected]
Investor Relations: Gabriele Weiher, phone +41 (0)52-262 45 11
in the USA: Jim Johnson, phone +1 713-561 63 76
For Capital Partners II, Ltd. Liquidating Trust:
Thomas W. Pauken, Liquidating Trustee,
phone +1 214 378-9340
o This press release is available on the Internet:
www.sulzermedica.com/media/mainpage.htm
