Filed by Smith & Nephew plc pursuant to Rule 425
                                                under the Securities Act of 1933
                                               Subject Company: Centerpulse Ltd.
                                                (Commission File No.: 001-14654)

On March 20, 2003, Smith & Nephew plc and Centerpulse Ltd. released the
following document.


Smith & Nephew and Centerpulse combine to form global orthopaedics leader

Centerpulse                                                 Smith & Nephew


On 20 March 2003, the Boards of Smith & Nephew plc and Centerpulse AG announced
that they had agreed to combine their businesses, creating one of the world's
leading companies in the $14 billion orthopaedics sector.

The transaction will enable the combined group to join the small number of truly
global players in orthopaedics. It will literally transform the scale of the two
companies' presence in the sector, lifting them from No 7 (Smith & Nephew) and
No 8 (Centerpulse) to No 3 globally. It also brings together the complementary
strengths of the two companies in terms of their geographic reach, the fit
between their product ranges and their common focus on new technologies.

The transaction is recommended by the Boards of both companies and will be
completed by way of an offer by a new holding company, Smith & Nephew Group plc,
for Centerpulse shares which will comprise both new shares in Smith & Nephew
Group plus an element of cash.

Shareholders in the combined group will benefit from the transformed scale of
its orthopaedics business, from the synergies that are expected to result, and
from the opportunity to enhance the overall performance of the combined group
over the medium and longer term.

Strategic Benefits

 . Global No. 3 in $14 billion orthopaedics market

 . Transforms scale in reconstructive implants

 . Complementary product, geographic and technology strengths

 . Enhanced platform in high growth spinal market

 . Enhanced earnings in 2004, and materially so by 2005

 . Accelerated margin improvement from scale and synergy benefits

 . Significant long term value generation

2002 Sales


   ORTHO   43%
   WOUND   30%
   ENDO    27%


   ORTHO   74%
   SPINAL  15%
   DENTAL  11%


   ORTHO   53%
   WOUND   20%
   ENDO    18%
   SPINAL   5%
   DENTAL   4%

Letter from management

The Boards of Smith & Nephew and Centerpulse have today announced plans to
combine our businesses to create a leading global orthopaedics company. The
transaction calls for the business activities of Centerpulse to be integrated
into Smith & Nephew. The combined group will be called Smith & Nephew Group plc.
This represents a great opportunity for the future, not only for our companies,
but also for our customers, partners, shareholders and our employees.

Centerpulse is a global medical devices company with over 2,800 employees that
make up three divisions focused on Orthopaedics, Spinal and Dental Implant
markets. Smith & Nephew is a medical devices company with over 7,300 employees
and has three divisions focused on Orthopaedics (reconstructive joint and
trauma), Wound Management and Endoscopy.

This combination represents an important step for our businesses. The move,
combining the strengths of the two companies, will result in a leading company
having an even stronger market position and enhanced prospects. The combination
of our two companies provides a number of benefits to all stakeholders in both
organisations. Specifically, it will:

Chris O'Donnell

 . Give the combined company the No. 1 orthopaedics reconstructive implant
   position in Europe and a No. 3 global position in the wider $14 billion
   orthopaedics market. Smith & Nephew is currently No. 7 and Centerpulse No. 8.
   The combined group will have approximately 26% of the European and 18% of the
   global reconstructive implant markets

 . Bring together the complementary product ranges and develop more rapidly the
   technological capabilities of the two businesses. The combined group will
   possess one of the most innovative product line-ups in the global
   orthopaedics sector

 . Build on the geographical strengths of each business: Centerpulse's leading
   market presence in Europe complements Smith & Nephew's position as the
   fastest-growing orthopaedic implant company, having particularly strong
   growth in the USA

 . Create a platform for the combined group to expand within the fast-growing
   spinal segment of the orthopaedics market.

Max Link

While the numerous benefits are clear at first glance, we are equally aware that
you will have many questions about this transaction. We ask you today for your
patience while the many details are clarified and we obtain the necessary
approvals from the authorities. The timetable calls for a transition period of
several months. This includes the offer period for Centerpulse shareholders, as
well as the competition authority review process. We are preparing the
integration of Centerpulse into Smith & Nephew and will keep you fully informed
throughout the integration process, communicating with you on an ongoing basis.

At this time, we know that the combined group will consist of five divisions:
Orthopaedics, Wound Management, Endoscopy, Spine and Dental. It has also been
decided that Dudley Eustace, Smith & Nephew's current Chairman, will be Chairman
of the combined group. Dr. Max Link, Chairman and CEO of Centerpulse, and Dr.
Rolf Stomberg, a current Smith & Nephew Director, will both serve as
Vice-Chairmen. Smith & Nephew CEO Chris O'Donnell will be Chief Executive of the
combined group and Peter Hooley will be the Finance Director.

Both of our organisations have a strong heritage and an excellent reputation
among our customers, due in large part to the commitment of our employees. Now
we have the tremendous chance to build an even more promising future. We look
forward to your continued support to help make the combined group a success for
customers, employees and shareholders.

We are committed to moving forward with this business combination as quickly as
possible, and we are convinced that we can fully take advantage of this unique

/s/ Max Link                                /s/ Chris O'Donnell
Max Link                                    Chris O'Donnell
Chairman and CEO,                           Chief Executive,
Centerpulse AG                              Smith & Nephew plc


Information on Smith & Nephew plc

Smith & Nephew is a global advanced medical devices company employing over 7,300
people with operations in 32 countries. Underlying sales growth in 2002 was 14%,
with acquisitions adding a further 4%. Operating margins of continuing
operations (before amortisation of goodwill and exceptional items) were 18%. It
is structured in three divisions, Orthopaedics, Endoscopy and Advanced Wound
Management, with principal manufacturing in Tennessee and Massachusetts in the
US, and Hull in the UK.

                         1998     9.61
                         1999    10.88
                         2000    12.19
                         2001    13.96
                         2002    16.02

Earnings Per Share before goodwill amortisation and expectional items

Orthopaedics is a global provider of reconstructive implant systems for knees,
hips and shoulder joints, as well as trauma and clinical therapy products to
help repair broken bones and damaged joints. This business strives to combine
industry-leading technology with clinically proven products to deliver simpler,
less invasive and more cost effective procedures to the orthopaedic community.
Smith & Nephew has 8% of the orthopaedic reconstructive implant and trauma
markets and holds the No 6 worldwide position. In 2002, sales were (Pounds)470
million, an underlying sales increase of 20%, and EBITA before exceptional items
was (Pounds)98 million.

Africa, Asia & Australia 14%; UK 9%; Continental Europe 20%; America 57%;
Geographic markets for sales from ongoing operations (2002)

Endoscopy is a world leader in the development and commercialisation of
minimally invasive endoscopic surgery. This business is committed to reducing
trauma and pain to the patient, reducing cost to healthcare systems, and
providing better outcomes for surgeons and patients with its broad range of
techniques and instruments for minimally invasive surgery, particularly of the
joint. Smith & Nephew has 35% of the arthroscopy (joint) market and holds the
leading worldwide position. In 2002, sales were (Pounds)292 million, an
underlying sales increase of 10%, and EBITA before exceptional items was
(Pounds)54 million.

Wound Management provides an advanced range of treatments for difficult to heal
wounds. It develops innovative new solutions to chronic and acute wound
management problems. Smith & Nephew has 21% of the advanced wound management
market and has the leading worldwide position. In 2002, sales were (Pounds)322
million, an underlying increase of 11%, and EBITA before exceptional items was
(Pounds)44 million.

Smith & Nephew also has investments in BSN Medical, a joint venture with
Beiersdorf AG, and in AbilityOne Corporation, a rehabilitation business in which
it holds a 21.5% interest. The share of operating profit before exceptional
items attributable to Smith & Nephew in 2002 from these two investments was
(Pounds)25 million.

Information on Centerpulse AG

Centerpulse, formerly Sulzer Medica AG, is a leading medical technology group
employing over 2,800 employees globally, which serves the reconstructive joint,
spinal and dental implant markets. Following the divestiture of its
Cardiovascular Division, which was concluded in January 2003, the group is
organised into three divisions: Orthopaedics, Spine-Tech and Dental.
Centerpulse, which is headquartered in Switzerland and has a history of
technological leadership in its principal areas of activity, has five production
facilities in Switzerland, the US and France.

The company's largest division is Orthopaedics, which focuses on joint care and
includes the traditionally strong hip and knee implant businesses. Centerpulse
estimates that it has a leading share of the European implant market, with a 22%
market share. In 2002, the Orthopaedics Division reported total sales of CHF 923
million, of which CHF 542 million was in Europe. The underlying sales growth for
2002 was 14%.

                                1998         877
                                1999         972
                                2000       1,097
                                2001       1,158
                                2002       1,241

                         Sales of continuing operations
                                 (CHF millions)

Spine-Tech offers a full range of spinal implant systems primarily in the US,
and has a global market share of 7%. In 2002, the Spine-Tech Division had sales
of CHF 179 million, an underlying growth of 10%.

The Dental Division, producing mainly dental implants, serves primarily the US
and European markets and occupies the No 4 position globally, with a market
share of approximately 13%. In 2002, the Dental Division had sales of CHF 131
million, an underlying increase of 18%.

Strategic rationale

The combination of the two companies creates a global leader in the $14 billion
orthopaedics market, with the Combined Group rising to a No 3 market share
position. In bringing together two complementary businesses and transforming
their scale, the Transaction offers significant strategic and value creation

Market Dynamics

The orthopaedic implant market continues to be one of the fastest growing
medical technology sectors, with estimated global growth of 15% in 2002. In most
developed countries there are some common drivers:

 . Demographics of an ageing population, with the population aged 50-69
   projected to increase by nearly 3% per annum for the foreseeable future

 . Improved quality of life expectations, with patients also being better
   informed of the benefits of orthopaedic surgery due to the Internet, media,
   and word of mouth

 . An expanding patient pool, due to an increase in active lifestyles and new
   longer-lasting materials such as improved bearing surfaces in orthopaedics
   and bioresorbables in arthroscopy that are encouraging surgeons to treat
   younger and more active patients

 . An increasing incidence of osteoarthritis, combined with less invasive
   surgery trends and continued growth in surgeon familiarity with implant

 . An increasing need for revision surgeries, as patients from the first
   orthopaedic boom in the late 80s require revision procedures

Global Scale and Increased Geographic Reach in Reconstructive Implants

Building on Centerpulse's market leading position in Europe and Smith & Nephew's
significant presence in the US, the Combined Group will become the fourth
largest global reconstructive implant company with a market share of
approximately 18%. In Europe, the Combined Group will be a market leader in
reconstructive implants with a market share of approximately 26%. It will become
No 4 overall in reconstructive implants in the US with a market share of 14% and
have an enhanced position in Japan.

                              J&J/DePuy        2059
                              Stryker          1826
                              Combined Group   1725
                              Zimmer           1155
                              Biomet           1051
                              Synthes          1029
                              Medtronic        1010
                              Smith & Nephew   1064
                              Centerpulse       661

                          2002 Orthopaedics sales ($m)

Centerpulse's particular geographic strength is in Europe, based on strong
surgeon relationships developed over many years, along with an outstanding
reputation for service. Centerpulse also has significant manufacturing and
research and development facilities, located in Winterthur, Switzerland. This
provides a major European facility, which will continue as a key centre for the
long-term benefit of the Combined Group.

In addition, the two businesses fit together well in the US. Centerpulse, which
has a smaller share of the US market, is particularly well-established in the
Southern states, complementing the strong presence of Smith & Nephew across
other regions of the US.

The combination will also double the scale of the Combined Group's business in
the important Japanese market, where Smith & Nephew has a strong position in
trauma and Centerpulse is well positioned in reconstructive implants.

            Combined Group     24%           J&J/DePuy          25%
            J&J/DePuy          23%           Stryker            22%
            Stryker            20%           Zimmer             20%
            Centerpulse        16%           Combined Group     14%
            Zimmer             16%           Biomet             12%
            Biomet             11%           Smith & Nephew      8%
            Smith & Nephew      8%           Centerpulse         6%
            Other               6%           Other               7%

          Europe/ROW market share %             US market share %
               ($2.2bn market)                   ($3.5bn market)

Complementary Product Lines

The fit between the two companies' product lines is excellent. Centerpulse is
strong in hips, with pioneering positions in metal-on-metal and highly
cross-linked polyethylene, as well as extensive developments under way in less
invasive procedures and in larger heads giving greater range of motion. Whilst
Smith & Nephew is also strong in hips, it has particular strength in knees, with
the revolutionary Oxinium product setting new standards for innovation and
longevity. Leveraging the specific strengths of each company's sales
relationships into new accounts with this expanded product range is anticipated
to lead to significant cross-selling opportunities.

            Stryker            24%           J&J/DePuy          26%
            J&J/DePuy          23%           Zimmer             20%
            Combined Group     18%           Stryker            19%
            Zimmer             17%           Combined Group     16%
            Biomet             12%           Biomet             11%
            Centerpulse        11%           Centerpulse         8%
            Smith & Nephew      7%           Smith & Nephew      8%
            Other               7%           Other               8%

         Worldwide market share-hips %   Worldwide market share-knees %
                ($2.6bn market)                 ($2.8bn market)

Both companies have a strong tradition of technological innovation and, when
combined, they will possess one of the most innovative product line-ups in
global orthopaedics, including:

 . The broadest range of wear reducing joint implant bearing surfaces (Oxinium,
   Durasul, Metasul)

 . Unique minimally invasive knee surgery products (Unispacer, Accuris)

 . Proven total joint brands (Genesis II, Natural Knee, CLS, Alloclassic,
   Spectron, Reflection, Synergy)

 . Computer Assisted Surgery technology (Navitrack, Achieve)

 . Advanced trauma devices (TriGen, Taylor Spatial Frame, OrthoGuard AB, Exogen)

Expansion in the Fast-Growing Spinal Segment

Centerpulse's global No 5 position in spinal implants provides the Combined
Group with an enhanced platform for growth in the fastest growing segment of the
orthopaedics market. In 2001, the US and European spine market was estimated to
be worth $1.7 billion. Centerpulse entered the spinal marketplace in 1998
through the acquisition of Spine-Tech Inc., which brought with it the market
leading lumbar fusion cage. Spine-Tech now offers a full range of products in
the spinal implant market with devices for lumbar and cervical fixation,
allografts and stabilisation devices. The spine business is well placed for
growth in a rapidly expanding market.


Centerpulse's Dental Division occupies the No 4 position globally in the dental
implant market with a market share of approximately 12%. It primarily serves the
US market and had sales of CHF 131 million in 2002, an underlying increase of
18%. The global market for dental implants is currently growing at 15% per annum
and the Dental Division is well positioned for further growth.

Value Creation Opportunities

Significant value is expected to be created for the Combined Group's
shareholders in three key areas: integration cost savings, sales and marketing
opportunities and the longer term scale advantages of being a leading
orthopaedics company.

At the Group level, integration cost savings are expected to amount to
(Pounds)45 million per annum by 2005, requiring exceptional cash costs of
(Pounds)130 million to implement. These will enable the Combined Group to target
an improvement of its pre-goodwill operating margin to 23% by 2005/6, up from
Smith & Nephew's previous guidance of 21%, and with stronger cash generation.
This is expected to enhance earnings per share of the Combined Group (before
amortisation of goodwill and exceptional integration costs) by mid single digits
in 2004 and approaching double digits in 2005 when the post-tax return on
investment is expected to meet Smith & Nephew Group's weighted average cost of
capital. The Combined Group's tax rate is expected to be 29% going forward.

Opportunities to combine the organisations to present a significant force in
orthopaedics in each of the key markets, the US, Europe and Japan, have been
identified. The combination of each company's sales relationships in existing
accounts with the expanded product range is expected to lead to an increase in
sales force productivity and opportunities to launch innovative products across
an expanded sales force. Extending proprietary technologies such as Oxinium,
Durasul and Metasul throughout the product range is expected to develop improved
demand for the Combined Group's products. These, together with related cost
savings, will enable the Orthopaedics Division to target a pre-goodwill
operating margin of 27% by 2005/6.


Longer term, the opportunity to develop and manufacture a unified range of next
generation products will lead to further benefits. The enhanced scale of the
Combined Group's strategic research and development will enable it to invest at
the forefront of orthopaedic product development and its increased market
presence will enable a stronger profile to be built with major customer groups.

Structure and Management

The Chairman of the Combined Group will be Dudley Eustace, its Chief Executive
will be Chris O'Donnell and the Finance Director will be Peter Hooley. The
Combined Group will consist of five divisions -in order of sales revenue,
Orthopaedics, Wound Management, Endoscopy, Spine and Dental - and will operate
from major manufacturing and market support facilities in the UK, Switzerland
and the US.

Dr. Max Link, Chairman and Chief Executive of Centerpulse, will join the Board
of Smith & Nephew Group as a non-executive director and one of two Vice Chairmen
on completion of the Transaction. Rene Braginsky, Centerpulse board member, will
also join the board of Smith & Nephew Group as a non-executive director. Dr.
Rolf Stomberg, a current Smith & Nephew Board member, will become a Vice
Chairman of Smith & Nephew Group.

Benefits for all stakeholders

The Directors of both Smith & Nephew and Centerpulse believe that, in addition
to creating value for shareholders of the Combined Group, the Transaction will
deliver significant benefits for patients, surgeons, hospitals and employees:

..  Patients will benefit from the pooling of research and development
   activities, resulting in better targeted and more optimised product
   development which will deliver enhanced product performance

..  Surgeons and hospitals will benefit from a wider product offering, broader
   infrastructure and enhanced delivery of services and solutions

..  Employees will benefit from being part of one of the world's leading
   orthopaedic groups, operating in a dynamic and fast-growing industry and with
   the resources and depth to compete with other market leaders in the sector

Q  Who will lead the business once the transaction is completed?

A  Dudley Eustace, Chairman of Smith & Nephew, Chris O'Donnell, Chief Executive
   of Smith & Nephew, and Peter Hooley, Smith & Nephew's Finance Director, will
   continue in their current roles and Dr Max Link, Chairman and CEO of
   Centerpulse, will join the Board of the combined group as Vice Chairman. In
   addition, Rene Braginsky, a non-executive director of Centerpulse, will also
   join the Board as a non-executive director.

Q  What does the transaction mean for customers?

A  Our objective is to combine the "best of both" at each company so that we can
   provide surgeons and hospitals with the broadest and most innovative range of
   orthopaedic products.

Q  What does the combination of the two businesses mean for the employees?

A  Employees will benefit from being part of one of the world's leading
   orthopaedic groups, operating in a dynamic and fast-growing industry and with
   the resources and depth to compete with other market leaders in the sector.

Q  Will there be job losses?

A  Inevitably there will be duplication in some roles, but the basis for the
   combination of the two companies is to provide a platform for growth. We
   operate in a market that is continuing to grow at a rapid rate and this can
   only be good for employees.

Q  Will it be easy to bring the two different cultures and companies together?

A  Both companies share the vision of leadership in their markets achieved
   through superior technology. Combining the two businesses will take time and
   require consistent and dedicated management communications. Both companies
   are committed to achieving this.

Q  What will the new group be called?

A  The Group will be called Smith & Nephew, which is one of the most respected
   and well-known names in the medical devices industry.

Q  Where will the new group be listed?

A  Smith & Nephew Group plc will retain its primary listing on the London Stock
   Exchange. On completion of the transaction, it will obtain a secondary
   listing on the SWX Swiss Exchange and it also intends to retain its listing
   of ADS's on the New York Stock Exchange.

Q  When do you expect all of this to be completed?

A  We hope to complete the transaction towards the middle of 2003.

Q  What are the conditions that must be fulfilled before the transaction can be

A  The main conditions are the approval of the competition authorities in Europe
   and the US and also the approval of Smith & Nephew's shareholders at an
   Extraordinary General Meeting.

No offer or invitation to acquire or exchange securities in Centerpulse or
InCentive is being made now. Any such offer or invitation will only be made in
documents to be published in due course and any such acquisition or exchange
should be made solely on the basis of information contained in such documents.
The Centerpulse Offer will not be made, directly or indirectly, in or into, or
by use of the mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, Canada, Australia
or Japan. Accordingly, copies of this document and any related documents are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from, Canada, Australia or Japan and persons
receiving this document and any related documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from, Canada, Australia or Japan. Relevant clearances have not
been, nor will they be, obtained from the securities commission of any province
or territory of Canada; no prospectus has been lodged with, or registered by,
the Australian Securities and Investments Commission or the Japanese Ministry of
Finance; and the New Smith & Nephew Group Shares have not been, nor will they
be, registered under or offered in compliance with applicable securities laws of
any state, province, territory or jurisdiction of Canada, Australia or Japan.
Accordingly, the New Smith & Nephew Group Shares may not (unless an exemption
under relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly in or into Canada, Australia or Japan or any
other jurisdiction as to do so may constitute a violation of the relevant laws
of, or require registration thereof in such jurisdiction or to, or for the
account or benefit of, a person in or resident in Canada, Australia or Japan.
The InCentive Offer is not being made in any country where such offer would be
considered illegal or would otherwise violate any applicable law or regulation
or where Smith & Nephew may be obliged to change the terms of the InCentive
Offer, to file an additional application with any authorities or other
institutions or to undertake additional measures in relation to the InCentive
Offer. It is not foreseen to extend the InCentive Offer to such jurisdictions.
Documents in relation to this transaction must not be distributed in such
jurisdictions or sent to such jurisdictions. Persons in such jurisdictions must
not use these documents for marketing purposes for sales of shares of InCentive.

Forward-Looking Statements
This document contains forward-looking statements within the meaning of the
United States Private Securities Litigation Reform Act of 1998. Statements that
are not strictly historical statements, including statements about Smith &
Nephew's and Centerpulse's beliefs and expectations, constitute forward-looking
statements. By their nature, forward-looking statements are subject to risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. The forward-looking statements in this document include,
but are not limited to, statements addressing the following subjects: expected
timing of the Transaction; future financial and operating results; actions to be
taken by the combined company following the Transaction; and the timing and
benefits, including synergy benefits, of the Transaction. The following factors,
among others, could cause results to differ materially from those described in
the forward-looking statements: inability to obtain, or meet the conditions
imposed for, regulatory approvals for the Transaction; the failure of the
shareholders of Smith & Nephew to pass the resolutions necessary to implement
the Transaction; the failure of the court to sanction the scheme of arrangement
of Smith & Nephew; the failure of the minimum tender condition or the failure of
other conditions of the Offer; the risk that the businesses will not be
integrated successfully and that the expected synergies and cost savings will
not be achieved; and other economic, business, competitive and/or regulatory
factors affecting the businesses of Smith & Nephew and Centerpulse generally.
More detailed information about such economic, business, competitive and/or
regulatory factors is set forth in Smith & Nephew's and Centerpulse's filings
with the SEC. Smith & Nephew and Centerpulse are under no obligation, and
expressly disclaim any obligation, to update or alter their forward-looking
statements, whether as a result of new information, future events or otherwise.

Additional Information
Any offer in the United States will only be made through a prospectus, which is
part of a registration statement to be filed with the SEC. Centerpulse
shareholders who are US persons or are located in the United States are urged to
carefully review the registration statement and the prospectus included therein,
the Schedule TO and other documents relating to the offer that will be filed by
Smith & Nephew with the SEC because these documents contain important
information relating to the Centerpulse Offer. You are also urged to read the
related solicitation/recommendation statement on Schedule 14D-9 that will be
filed with the SEC by Centerpulse relating to the Centerpulse offer. You may
obtain a free copy of these documents after they have been filed with the SEC,
and other documents filed by Smith & Nephew and Centerpulse with the SEC, at the
SEC's Web site at Once the registration statement, as well as any
documents incorporated by reference therein, the Schedule TO and the Schedule
14D-9 have been filed with the SEC, you will also be able to inspect and copy
these documents at the public reference room maintained by the SEC at 450 Fifth
Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information about the public reference room. YOU SHOULD READ THE

Key Facts

 . No 3 in $14 billion orthopaedics market

 . No 4 in $6 billion reconstructive implants market

 . No 1 in $2 billion European orthopaedics market

 . No 3 in $2.6 billion hips market

 . No 4 in $2.8 billion knees market

 . No 5 in $2 billion spine market

 . No 4 in $0.8 billion dental implant market

 . No 1 in $2.3 billion advanced woundcare market

 . Percentage of combined group held by Centerpulse AG shareholders: 24%

 . Percentage of combined group held by Smith & Nephew plc shareholders: 76%

 . Total number of employees in combined group: Over 10,000

 . Listed on London Stock Exchange, New York Stock Exchange and to be listed on
   SWX Swiss Exchange

Combined Pro Forma Financial Table

At 31 Dec 2002 ((Pounds)m)              Smith & Nephew plc    Centerpulse AG     Combined Pro Forma
Continuing operations                        (Pounds)m           (Pounds)m           (Pounds)m
Sales                                         1,084                  533                1,617
Underlying growth                                14%                  14%                  14%
EBITA (including JV and associates)             221                   98                  319
Margin (excluding JV and associates)             18%                  18%                  18%

For further information:

Centerpulse AG                           Smith & Nephew plc
Beatrice Tschanz, Corporate              Angie Craig, Corporate Affairs
Communications                           Director
Tel: +41 (0) 1 306 9646                  Tel: +44 (0) 20 7401 7646

Suha Demokan, Investor Relations
Tel: +41 (0) 1 306 9825