Centerpulse Ltd has entered into a definitive agreement to sell its Carbomedics and Mitroflow mechanical and tissue heart valve business to Italian medical device company Snia S.p.A. for total consideration of USD 116 million, subject to customary working capital adjustments, and the assignment to Centerpulse of a contractual right to payments of up to USD 28 million from ATS Medical. The purchase price consists of cash consideration of USD 80 million, and a subordinated note with a principal amount of USD 36 million. The sale of Carbomedics and Mitroflow is the third and final step in Centerpulse's plan to divest its cardiovascular interests.

The sale of Austin-based Carbomedics and the Vancouver-based Mitroflow is expected to close during the first quarter of 2003. Carbomedics is a leading global manufacturer and marketer of mechanical and tissue heart valves and heart valve repair products. Since its founding in 1969, nearly 500,000 Carbomedics heart valves have been implanted in human hearts with no single event of post-operative failure. The company employs staff of 600 and generated sales of approximately CHF 70 million during the first half of 2002.

Lehman Brothers acted as exclusive financial advisor to Centerpulse and McDermott, Will & Emery is acting as outside legal counsel for Centerpulse.

Milan-based Snia is a global manufacturer and distributor of medical devices with leading positions in the cardiopulmonary, surgical blood recovery, heart valves and stents, pacemaker and defribrillator markets. The acquisition of Carbomedics by Snia will significantly enhance the Group's US product range, and will increase the company's global sales of medical devices to over USD 750 million per annum.

Centerpulse announced plans to divest its Cardiac and Vascular Divisions in June of this year. The company is refining its strategic focus to emphasize the core sectors of orthopedic, spine and dental implants.