Response to Zimmer Offer

Smith & Nephew Plc
19 June 2003

19 June 2003



Smith & Nephew notes offers for Centerpulse and InCentive Capital



Smith & Nephew plc notes that Zimmer Holdings Inc. has today launched formal
offers for Centerpulse AG and InCentive Capital AG, which the company intends to
review over the coming weeks.



Smith & Nephew is convinced that a combination of its own business with that of
Centerpulse will offer employees, customers and shareholders of both companies a
superior opportunity for enhanced long-term value.



Pending Smith & Nephew's review of the Zimmer offers, the company strongly
advises Centerpulse and InCentive Capital shareholders to take no action in
respect of the Zimmer offers.  Smith & Nephew plc notes that under Swiss
takeover legislation all offers will remain open for acceptances until 27
August.



Enquiries:


Smith & Nephew plc                           Tel: [phone]
Angie Craig
Corporate Affairs Director


Financial Dynamics                           Tel: [phone]
David Yates





United States of America



The offer for Centerpulse shares is being made in the United States only through
a prospectus/offer to exchange, which is part of a registration statement filed
with the SEC by Smith & Nephew Group. Centerpulse shareholders who are US
persons or are located in the United States are urged to read the registration
statement, including the prospectus/offer to exchange included therein, and the
other documents filed, or to be filed, with the SEC by Smith & Nephew Group or
Centerpulse relating to the Centerpulse offer, because they contain important
information about the Centerpulse offer. You may obtain a free copy of these
documents from the SEC's Web site at www.sec.gov. You may also obtain this
information from Morrow & Co., Inc., the US information agent for the
Centerpulse offer, at [phone], or by e-mail at
[e-mail]


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