Offer Update

Smith & Nephew Plc
24 April 2003


Not for release, publication or distribution in, into or from Canada, Australia
or Japan


24 APRIL 2003                                              FOR IMMEDIATE RELEASE


           SMITH & NEPHEW AND CENTERPULSE: TRANSACTION UPDATE


London/Zurich, 24 April 2003 - Smith & Nephew plc, the global advanced medical
devices company, and Centerpulse AG, a leading medical technology group,
announce that documents are being posted today to their respective shareholders
regarding the proposed combination of the two businesses to create a leading
global orthopaedics company, as announced on 20 March 2003.

The timetable for key events is expected to be as follows:


  • 25 April 2003           -     Offers for Centerpulse AG and InCentive Capital AG launched

  • 19 May 2003             -     Smith & Nephew EGM and Court Meeting

  • 24 June 2003            -     Offers close

  • 25 June 2003            -     Dealings in new Smith & Nephew Group shares commence

  • 17 July 2003            -     Final results of the offers announced


With the prior approval of the Swiss Takeover Board, Smith & Nephew Group
reserves the right to extend the offer period beyond 40 days.

Smith & Nephew shareholders will receive a circular containing details of the
Scheme to establish Smith & Nephew Group as the new holding company of Smith &
Nephew.  The circular will also contain notices of an extraordinary general
meeting and a court meeting to approve the Transaction.  Shareholders will also
receive Listing Particulars relating to the New Ordinary Shares to be issued by
Smith & Nephew Group pursuant to the Scheme and the Offers.  Smith & Nephew
preference shareholders will receive a separate circular containing proposals to
redeem all the existing preference shares.

Centerpulse shareholders will receive a summary offer prospectus, a form of
acceptance in respect of the public tender offer for Centerpulse and Summary
Listing Particulars relating to Smith & Nephew Group.  Centerpulse shareholders
with a registered address in the US will receive a prospectus filed under Form
F-4 instead of the summary offer prospectus.

Under the parallel offer for InCentive Capital, its shareholders will receive an
offer prospectus, a form of acceptance in respect of the public tender offer for
InCentive Capital and Summary Listing Particulars relating to Smith & Nephew
Group.


ENQUIRIES:

Smith & Nephew
Helpline for Smith & Nephew shareholders                     Tel:  [phone] (UK)
                                                             Tel:  [phone] (outside UK)
Angie Craig, Corporate Affairs Director                      Tel:  [phone]

Centerpulse
Helpline for Centerpulse shareholders                        Tel:  [phone]
Beatrice Tschanz, Corporate Communications                   Tel:  [phone]
Suha Demokan, Investor Relations                             Tel:  [phone]

InCentive                                                    Tel:  [phone]
Raoul Bloch

Lazard                                                       Tel:  [phone]
(Financial Advisers to Smith & Nephew)
Nicholas Shott

Lehman Brothers
(Financial Advisers to Centerpulse)
Kenneth Siegel                                               Tel:  [phone]
Henry Phillips                                               Tel:  [phone]

UBS Warburg
(Financial Advisers to Centerpulse)
Karl Schmidt                                                 Tel:  [phone]
Liam Beere                                                   Tel:  [phone]

Lombard Odier Darier Hentsch & Cie
(Financial Advisers to InCentive and Offers Manager)
Romeo Cerutti                                                Tel:  [phone]
Marc Klingelfuss                                             Tel:  [phone]

Financial Dynamics
(PR for Smith & Nephew)
London:  David Yates / Jonathan Birt                         Tel:  [phone]
New York:  Anton Nicholas / Deborah Ardern-Jones             Tel:  [phone]


The definitions used in this announcement shall have the same meaning as set out
in the Smith & Nephew Group Listing Particulars / Summary Listing Particulars
issued today.

Lazard is acting exclusively for Smith & Nephew and Smith & Nephew Group and for
no-one else in connection with the Offers and will not be responsible to any
other persons for providing the protections other afforded to clients of Lazard
or for providing advice in relation to the Offers.

Lehman Brothers is acting for Centerpulse in connection with the Transaction and
no-one else and will not be responsible to anyone other than Centerpulse for
providing the protections offered to clients of Lehman Brothers nor for
providing advice in relation to the Transaction.

UBS Warburg is acting for Centerpulse in connection with the Transaction and
no-one else and will not be responsible to anyone other than Centerpulse for
providing the protections offered to clients of UBS Warburg nor for providing
advice in relation to the Transaction.

Lombard Odier Darier Hentsch & Cie is acting as financial adviser for InCentive
in connection with the Transaction and no-one else and will not be responsible
to anyone other than InCentive for providing the protections offered to clients
of Lombard Odier Darier Hentsch & Cie nor for providing advice in relation to
the Transaction.  In addition, Smith & Nephew has entrusted Lombard Odier Darier
Hentsch & Cie with the technical execution of both the Centerpulse and the
InCentive Offer.

United States of America

This news release does not constitute an offer to purchase or a solicitation of
an offer to sell any securities.  The complete terms and conditions of the
exchange offer are set forth in a preliminary prospectus/offer to exchange and a
related letter of transmittal, which are included in a Registration Statement on
Form F-4 that is being filed on April 25, 2003 with the Securities and Exchange
Commission.  The preliminary prospectus/offer to exchange and related letter of
transmittal will be mailed to holders of Centerpulse American Depositary
Receipts and U.S. holders of Centerpulse shares.  The Registration Statement
(including the preliminary prospectus/offer to exchange, letter of transmittal
and related documents) will also be available free of charge on the SEC's Web
site at www.sec.gov.

Other Jurisdictions

Offering materials relating to the Offers are not being distributed in or into a
country or jurisdiction, including without limitation Canada, Australia or
Japan, where such distribution would be considered unlawful or in which it would
otherwise breach any applicable law or regulation or which would require Smith &
Nephew Group to amend any term or condition of the Offers in any way or which
would require Smith & Nephew Group to make any additional filing with, or take
any additional action with regards to any governmental, regulatory or legal
authority, including without limitation Canada, Australia or Japan.  Offering
materials relating to the Offers may not be used for the purposes of soliciting
the purchases of any securities of Centerpulse or InCentive from anyone in such
country or jurisdiction.



                      This information is provided by RNS
            The company news service from the London Stock Exchange