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Exhibit 4.30    
  



	AGREEMENT
	

 	
 	

 
	

 	
 	

 
	dated 20 March 2003
	

 	
 	

 
	

 	
 	

 
	between
	

 	
 	

 
	

 	
 	

 
	Smith & Nephew plc	 	 
	15 Adam Street, London WC2N 6LA	 	("Smith & Nephew")
	 	 	 
	and
	

 	
 	

 
	Meadowclean Limited	 	 
	(in the process of re-registering as a UK registered public

company changing its name to Smith & Nephew Group plc)	 	(the "Offeror")
	 	 	 
	and
	

 	
 	

 
	Centerpulse Ltd	 	 
	Andreasstrasse 15, 8050 Zurich	 	(the "Company")
	

 	
 	

 
	

 	
 	

 
	relating to
	

 	
 	

 
	

 	
 	

 
	the Combination of Smith & Nephew and the Company
	 	 	 









 
 

TABLE OF CONTENTS    
  



	I	PUBLIC OFFER	 	5
	 	1	Structure	 	5
	 	2	Offer Restrictions	 	5
	 	3	Offer Price	 	5
	 	4	Conditions	 	6
	 	5	Offeror's and Smith & Nephew's Obligations	 	7
	 	6	Company's Obligations	 	8
	 	7	Board Approvals	 	8
	 	8	Corrections to Offer Documents	 	9
	 	9	Rights Under Stock Option Plans	 	9
	II	COVENANTS	 	9
	 	1	Board Representation	 	9
	 	2	Company's Manufacturing Facilities	 	9
	 	3	Management	 	9
	 	4	Listing	 	9
	 	5	No Solicitation	 	9
	 	6	Co-operation; Confidentiality	 	10
	 	7	Cost Reimbursement	 	10
	 	8	Conduct of Business	 	11
	 	9	Reasonable Efforts; Filings	 	11
	 	10	Notification of Certain Matters	 	11
	III	TERMINATION AND AMENDMENT	 	12
	 	1	Termination	 	12
	 	2	Effect of Termination	 	12
	 	3	Amendment	 	12
	IV	MISCELLANEOUS	 	12
	 	1	Waiver of Standstill Provisions	 	12
	 	2	Entire Agreement; Assignment	 	13
	 	3	Validity	 	13
	 	4	Notices	 	13
	 	5	Fees and Expenses	 	13
	 	6	Public Disclosure	 	13
	 	7	Governing Law	 	14
	 	8	Arbitration	 	14








  



 
 

TABLE OF ANNEXES    
  



	Annex I.4 a):	Form of Pre-Announcement
	

Annex 1.7 a):	

Fairness Opinion of each of UBS Warburg and Lehman Brothers to the Board of Directors of the Company




3







   RECITALS  


WHEREAS,
the board of directors of each of Smith & Nephew and the Company has determined that in light of the potential benefits from a strategic combination of their respective businesses it
is in the best interests of their respective shareholders for the Offeror, the proposed new holding company of Smith & Nephew, which will be a UK registered public company, resident in
Switzerland and listed on the London Stock Exchange and on the SWX Swiss Exchange, to acquire control of the Company upon the terms and subject to the conditions set forth in this agreement (this
"Agreement"); 


WHEREAS,
the boards of directors of Smith & Nephew and the Offeror have adopted resolutions (a) approving the acquisition of the Company by the Offeror, this Agreement and the
transactions contemplated hereby, and (b) (in the case of Smith & Nephew only) recommending that the shareholders of Smith & Nephew approve this Agreement and the transactions
contemplated hereby; 


WHEREAS,
the board of directors of the Company has obtained fairness opinions and adopted resolutions (a) approving the acquisition of the Company by the Offeror, this Agreement and the
transactions contemplated hereby, and (b) recommending to the Company's shareholders to tender their shares in the Offer (as defined herein); 


WHEREAS,
Incentive Capital AG, an investment company organized under the laws of Switzerland and listed on the SWX Swiss Exchange (the "Shareholder"), holds indirectly through its wholly-owned
subsidiary Incentive Jersey Ltd, 13.14% of the Company Shares (as defined herein) and rights to acquire further 5.77% of the Company Shares, Smith & Nephew and the Shareholder have
agreed, by way of a separate transaction agreement dated the date hereof, that the Offeror shall acquire all the outstanding shares of the Shareholder by way of a public offer (the "Parallel Public
Offer"), which is to be launched and conducted in parallel to the Offer with respect to the Company; 


WHEREAS,
the Offeror, Smith & Nephew and the Company desire to make certain arrangements and covenants in relation to the Offer contemplated in this Agreement; 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: 


4





 
	I
	 PUBLIC OFFER 

 
	1
	 Structure



	a)
	The
Offeror agrees to extend a public offer to purchase all outstanding registered shares of the Company, each with a nominal value of CHF 30.00 (the "Company Shares"; including the
Company Shares represented by the American Depositary Shares of the Company (the "Company ADSs"), which are currently issued and which will have been issued by the end of the additional acceptance
period (the "Transaction"), against payment of a consideration consisting of shares of the Offeror (the "Offeror Shares") to be issued credited as fully paid and ranking pari
passu in all respects with the Offeror Shares in issue at the date hereof, and/or cash as further described in Section I.3.



	b)
	The
Company agrees that no Company Shares held by the Company or any of its subsidiaries, if any, will be tendered pursuant to the Offer; provided, however, that prior to the date of
settlement of the Offer (the "Completion Date"; Vollzugsdatum in German) Company Shares held by the Company may be allocated, issued, delivered or
transferred pursuant to the Company's stock incentive plan for management and employees in accordance with the terms thereof or Section I.9. 









	2
	 Offer Restrictions



	a)
	The
offer contemplated by the Transaction will be made available to all shareholders on substantially the same terms and conditions and will take the form of a public exchange offer
applicable to all shareholders (the "Offer") but for regulatory reasons will be conducted utilising two separate sets of offer documents: (i) one set to be made available to all holders of
Company Shares not located in the United States and prepared in accordance with the Swiss Stock Exchanges and Securities Trading Act ("SESTA") and its implementing rules and regulations and
(ii) the other set to be made available to all shareholders located in the United States and prepared in accordance with the Securities Exchange Act of 1934, as amended (the "US Exchange Act"),
and the Securities Act of 1933, as amended (the "US Securities Act"), in each case, and the rules and regulations thereunder.



	b)
	The
Offer contemplated by this Agreement is not being made directly or indirectly, nor is it intended to extend to, a country or jurisdiction where such public offer would be
considered unlawful or in which it would otherwise breach any applicable law or regulation or which would require the Offeror to amend any term or conditions of the Offer in any way or which would
require the Offeror to make any additional filings with, or take any additional action with regards to, any governmental, regulatory or legal authority. Offering documents relating to the Offer may
not be distributed in nor sent to such country or jurisdiction and may not be used for the purposes of soliciting the exchange of any securities of the Company from anyone in such country or
jurisdiction. 









	3
	 Offer Price



	a)
	The
consideration will be paid in Offeror Shares and cash on the basis of (i) an exchange ratio (the "Exchange Ratio") of 25.15 Offeror Shares and CHF 73.42 in cash for each
Company Share. The Exchange Ratio will be adjusted to compensate for any dilutive effects in respect of the Company Shares or ordinary shares in Smith & Nephew (the "Smith & Nephew
Shares") (save for shares issued for management options issued under the Company or Smith & Nephew employee share schemes and disclosed in the Company's or Smith & Nephew's financial
statements for the financial year 2002) including dividend payments (save for dividends already declared by Smith & Nephew or an interim dividend thereafter declared by Smith & Nephew in
the normal course consistent with past practice), capital increases below market value, or the issuance of options (save for management options issued under 





5





 


Smith &
Nephew employee share schemes in the normal course consistent with past practice), warrants, convertible securities and other rights of any kind to acquire Company Shares or
Smith & Nephew Shares, or any other transaction (including in connection with a scheme of arrangement) having a dilutive effect on the value of the Offers unless provided otherwise herein. If
between the date of this Agreement and the Completion Date, the outstanding Smith & Nephew Shares shall have been changed into a different number of shares or a different class, by reason of
the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalisation, split, combination, exchange of shares or similar transaction, the Exchange Ratio shall be
appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalisation, split, combination, exchange of shares or similar transaction made until the Completion Date. 






Fractions
of Offeror Shares will not be issued and entitlements to Offeror Shares will be rounded down to the nearest whole Offeror Share and the cash element of the consideration will be adjusted. 



	b)
	In
respect of the cash consideration, a 'mix and match' facility will be made available. Accepting Company Shareholders under the Offer and accepting shareholders of the Shareholder
under the Parallel Public Offer (together the "Accepting Shareholders") may elect to take fewer Offeror Shares or more Offeror Shares than their basic entitlement under the relevant Offer, but
elections under both Offers (taken together) to take more Offeror Shares (together the "Excess Shares") will only be satisfied to the extent that elections have been made under the Offer and the
Parallel Public Offer (taken together) by Accepting Shareholders to take fewer Offeror Shares (together referred to as "Available Shares"). The Available Shares will be allocated to the applicants for
Excess Shares in
proportion to the number of Excess Shares applied for. If the total number of Available Shares exceeds the total number of Excess Shares applied for, the Available Shares shall be limited to an amount
equal to the Excess Shares. Once the share allocations have been determined, the cash element of the consideration will be reduced or increased (as the case may be) for each Accepting Shareholder who
has been allocated an increased or reduced number of Offeror Shares. All calculations shall be made by reference to the number of acceptances and elections as of the last day of the additional
acceptance period. 





	4
	 Conditions



	a)
	The
obligation of the Offeror to complete the Offer and to accept for payment and to pay for the Company Shares tendered pursuant thereto shall be subject only to those conditions (the
"Conditions") set forth in the pre-announcement in the form as attached hereto in Annex I.4 a) (the "Pre-Announcement"). Each of the Offeror, Smith & Nephew and
the Company shall use its reasonable efforts (alle zumutbaren Massnahmen) to satisfy the respective Conditions as soon as practicable and to recommend
the steps to be taken by its shareholders in relation thereto.



	b)
	The
Conditions shall be suspensive conditions within the meaning of art. 13 para. 1 of the Ordinance of the Takeover Board on Public Takeover Offers ("TOO"). The Offeror reserves the
right to waive or relax any of the Conditions (save for Conditions 1, 2, 3 as to the requirement to obtain merger clearance as such, and 4) in whole or in part. If and to the extent the
regulatory Conditions are not met or waived by the end of the initial offer period and provided that the non-regulatory Conditions are satisfied or capable of being satisfied, the Offeror
will be obliged to have the offer period extended on one or several occasions for such a period as will permit determination of the issue in question. Subject to the preceding sentence, if and to the
extent the Conditions are not met or waived by the end of the (possibly extended) offer period, the Offeror reserves the right to terminate the Offer or to 





6





 


obtain
the approval by the Swiss Takeover Board ("STOB") for an extension of the offer period. The Company agrees to consent to such extension requests. 




The
Offer will expire if the Conditions have not been fulfilled or waived upon expiry of the (possibly extended) offer period and no further extension of the offer period has been granted by the STOB. 


For
the avoidance of doubt, due to US legal considerations, holders of Company Shares that have tendered any of their Company Shares pursuant to the Offer shall have the right to withdraw such Company
Shares until the end of the (possibly extended) offer period. 



	c)
	The
parties acknowledge that the "Court Scheme" referred to in the Pre-Announcement refers to a scheme of arrangement under section 425 of the Companies Act 1985 of
the United Kingdom pursuant to which:



	(i)
	the
existing ordinary shares in Smith & Nephew shall be cancelled; and



	(ii)
	the
Offeror shall issue Offeror Shares to existing shareholders of Smith & Nephew in consideration of the issue to the Offeror of ordinary shares in Smith & Nephew (on
the basis of one Offeror Share for each existing ordinary share in Smith & Nephew), 








as
described in draft (2) of the memorandum produced by Ashurst Morris Crisp dated 15 March 2003 entitled "Project Mango Transaction Structure" (the "AMC Paper") but subject to further
amendment to comply with legal, commercial and tax issues, provided that any such amendment is not, or would not reasonably likely be, prejudicial to the Company or its shareholders, or will not, or
would not be reasonably likely to, substantially delay the date on which the Offer is expected to become unconditional or substantially prejudice the likelihood of the Offer becoming unconditional. 


The
Offeror and Smith & Nephew agree that the Court Scheme shall not be conditional upon any matter save for any condition expressly set out in the Pre-Announcement and any
shareholder approval of Smith & Nephew required by law to approve the Court Scheme. In particular, but without limitation, the Court Scheme shall not be conditional upon, or include as part of
its terms, the proposed repayment by way of cancellation of the preference shares referred to in the AMC Paper. 




	5
	 Offeror's and Smith & Nephew's Obligations



The
Offeror and/or Smith & Nephew (as applicable) shall procure that any of the following be done and/or shall: 


	a)
	make
the Pre-Announcement not later than 20 March 2003 and prepare any offer documents and instruments pursuant to which the Offer will be made (collectively with
any supplements or amendments thereto, including the U.S. Offer Documents as defined below the "Offer Documents"), it being understood that the Company and its counsel shall be given a reasonable
opportunity to review and comment on the Offer Documents and any other documents pertinent to the Transaction prior to filing or distribution thereof and that each party (acting reasonably) must be
satisfied with the description of any matters relating to itself (including its business) in any of these documents;



	b)
	prepare
and make all anti-trust or other filings necessary to carry out the transactions contemplated by this Agreement;



	c)
	prepare
and publish listing particulars in relation to the Offeror Shares in accordance with the Listing Rules of the United Kingdom Listing Authority (the "UK Listing Rules") and post
such listing particulars to the Company's shareholders together with the Offer Documents; 



7





 



	d)
	prepare
and post to Smith & Nephew's shareholders a circular complying with the UK Listing Rules and containing (i) a recommendation of the directors of the Offeror to
vote in favour of the resolutions of Smith & Nephew referred to in the Conditions and (ii) an explanatory statement pursuant to section 426 of the Companies Act 1985 of the United
Kingdom;



	e)
	use
commercially reasonable endeavours promptly to prepare, publicize, distribute, file and submit any documents, listing particulars, announcements, submissions and any other form of
communication to be made; and



	f)
	file
with the SEC on or prior to the date of commencement of the Offer (i) a Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the
"Schedule TO"), (ii) the Exchange Offer Registration Statement with respect to the Offer and (iii) a Registration Statement on Form F-6 (the "ADS Registration
Statement") registering the American Depositary Shares of the Offeror (the "Offeror ADSs") to be issued in connection with the Transaction (the Schedule TO, the Exchange Offer Registration Statement,
the ADS Registration Statement and such other documents included therein pursuant to which the US Offer will be made, the "U.S. Offer Documents"). 





	6
	 Company's Obligations



The
Company shall: 


	a)
	provide
to the Offeror such information as reasonably requested in connection with the preparation of the listing particulars and the Offer Documents;



	b)
	ensure
that the Offer Documents will contain a report of the board as per Section 29(1) SESTA recommending acceptance of the Offer, it being understood, however, that the board
of the Company will be under no obligation to recommend the Offer if Smith & Nephew or the Offeror should become subject to the events referred to in Condition 7 mutatis mutandis in relation to
Smith & Nephew's products, or its facilities in Hull or Memphis;



	c)
	file
with the SEC contemporaneously with the commencement of the Offer and disseminate to holders of the Company Shares, in each case as and to the extent required by the US Exchange
Act, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto) that shall reflect the recommendation of the board of directors
of the Company. 





	7
	 Board Approvals



	a)
	The
Company confirms that its board of directors has (a) obtained fairness opinions issued by its financial advisors UBS Warburg and Lehman Brothers enclosed as Annex I.7.a),
and (b) by way of a board resolution (i) determined that this Agreement and the transactions contemplated hereby are fair to, and in the best interests of, the Company's shareholders,
(ii) approved this Agreement, and (iii) resolved to recommend to the shareholders acceptance of the Offer. The Company has been advised by its board members and executive officers
(members of executive committee) that they intend to tender all Company Shares owned by them to the Offeror pursuant to the Offer.



	b)
	Each
of Smith & Nephew and the Offeror confirms that its board of directors (i) determined that this Agreement and the transactions contemplated hereby are in the best
interests of itself and its shareholders as a whole, (ii) approved this Agreement, and (iii) (in the case of Smith & Nephew only) resolved unanimously to recommend to its
shareholders the approval of the transactions contemplated by this Agreement. 





8





 




	8
	 Corrections to Offer Documents



Each
party hereto shall notify the other parties if any of the information supplied by that party to either of the other parties for inclusion in any of the Offer Documents becomes false or misleading
in any material respect and supply the information needed to correct the misstatement. 



	9
	 Rights Under Stock Option Plans



	a)
	The
holders of the Company's outstanding stock options relating to Company Shares will receive stock options relating to Offeror Shares (the "New Options") at an exchange ratio of
34 : 1 (no cash component). The New Options will vest 30 days after completion of the Offer, and the exercise period will be 18 months. The strike price of the
New Options will be calculated by dividing the existing strike
price of the option by 34 and converting this into GBP at the prevailing exchange rate at the Completion Date.



	b)
	Smith &
Nephew and the Offeror shall take all steps necessary and procure the required approvals to roll over Smith & Nephew's share options into the Offeror to the
extent such options are capable of rollover. 









	II
	 COVENANTS 

 
	1
	 Board Representation



The
Offeror will take all action necessary to ensure independent non-executive representation of the Company by two persons on the Offeror's board, it being understood that Dr. Max
Link is invited to join the board of the Offeror as a Vice Chairman and René Braginsky is invited to join the board of the Offeror as a director. 



	2
	 Company's Manufacturing Facilities



The
Offeror and Smith & Nephew each intends the Winterthur facility continuing to be an important centre of the combined group for a number of years. 



	3
	 Management



The
Offeror and Smith & Nephew will each use its reasonable endeavours to offer senior operating management of the Company suitable posts in the combined group. 



	4
	 Listing



The
Offeror and Smith & Nephew will each use its reasonable best efforts to obtain a secondary listing of the Offeror Shares on the SWX Swiss Exchange as of the Completion Date. 



	5
	 No Solicitation



	a)
	The
Company agrees that it shall immediately cease and cause to be terminated all existing discussions, negotiations and communications with any persons with respect to any Acquisition
Transaction (as defined below). The Company agrees that it shall not solicit or initiate any discussions or negotiations with any corporation, partnership, person or other entity or group (other than
Smith & Nephew or any affiliate or associate of Smith & Nephew) concerning any merger, consolidation, business combination, liquidation, reorganization, sale of substantial assets, sale
of shares of capital stock or similar transactions involving the Company or any material subsidiary of the Company (each an "Acquisition Transaction"); provided, however, that nothing contained in
this Section II.5 shall prohibit the Company or its board of directors from taking and disclosing to the Company's shareholders, or any third parties or governmental or regulating bodies, a
position with respect to an Acquisition Transaction initiated by a third party or from making such other disclosure to the Company's shareholders, 





9





 


or
any third parties or governmental or regulating bodies, which, as advised by outside counsel, is advisable under applicable law. 



	b)
	The
Company shall promptly advise Smith & Nephew of the Company's receipt of any proposal relating to an Acquisition Transaction and any request for information that may
reasonably be expected to lead to or is otherwise related to any Acquisition Transaction, the identity of the person making such proposal relating to an Acquisition Transaction or request for
information and, subject to applicable law and the requirements of any regulatory authorities, the terms and conditions of such proposal relating to an Acquisition Transaction. 





	6
	 Co-operation; Confidentiality



	a)
	From
the date hereof until the Completion Date, the Company agrees to cooperate with the Offeror and Smith & Nephew in their efforts to develop high-level
integration plans to facilitate a rapid combination of the operations upon completion of the Transaction.



	b)
	All
information obtained by the Offeror, Smith & Nephew or their representatives pursuant to this Section 6 shall be kept confidential in accordance with the
confidentiality agreement, dated 19 December 2002 (the "Confidentiality Agreement"), between Smith & Nephew and the Company. 









	7
	 Cost Reimbursement



	a)
	The
parties agree on a fixed compensation sum of CHF 20 million (the "Cost Reimbursement") as further set out in Sub-Sections II.7 b) and c) in the
event that the Transaction is pre-announced but not completed. Such fixed compensation sum shall represent a lump sum payment for the purpose of compensating the recipient for damages for
internal expenditures and external costs and lost revenues incurred in connection with the preparation for and in consideration of the realization of the combination of the businesses of
Smith & Nephew and the Company, and is not intended in any way whatsoever to coerce a party into completing the Transaction.



	b)
	Smith &
Nephew will pay the Cost Reimbursement to the Company if the non-completion of the Transaction is attributable to (i) the failure of Smith &
Nephew or its board of directors to recommend this Agreement and the transactions contemplated by this Agreement to its shareholders or the withdrawal or the modification of such recommendation,
(ii) the failure of Smith & Nephew or the Offeror (as appropriate) to publish the Pre-Announcement as agreed herein (save for modifications required by the STOB) or any other
material breach of this Agreement by Smith & Nephew or the Offeror, (iii) the material contravention of Smith & Nephew or the Offeror of any material laws and regulations that
apply to the Offer, or (iv) the non-satisfaction of any of the Conditions (1), (2) or (4).



	c)
	The
Company will pay the Cost Reimbursement to Smith & Nephew if the non-completion of the Transaction is attributable to (i) the failure of the Company or
its board of directors to recommend the Offer to its shareholders or the withdrawal or the modification of the Recommendation, (ii) the material contravention of the Company of any material
laws and regulations that apply to the Offer, (iii) a material breach of this Agreement by the Company, or (iv) the non-satisfaction of any of the Conditions (6) or
(7) or the successful completion of a competing public offer by a third party, it being understood, however, that if the Offeror or Smith & Nephew becomes subject to an event referred to
in Condition 7 mutatis mutandis in relation to Smith & Nephew's products, or its facilities in Hull or Memphis, the Company will not have to pay any Cost Reimbursement. 





10





 




	8
	 Conduct of Business



Except
as contemplated by this Agreement, during the period from the date of this Agreement to the Completion Date, each of the Company, Smith & Nephew and their respective subsidiaries will
conduct its operations according to its ordinary and usual course of business and consistent with past practice and will use all reasonable efforts consistent with prudent business practice to
preserve intact the business organization, to keep available the services of its current officers and key employees and to maintain existing relationships with those having significant business
relationships with the respective party and its subsidiaries, in each case in all material respects. By way of amplification and not limitation, neither the Company nor any of its subsidiaries shall
between the date hereof and the Completion Date without the prior written consent of Smith & Nephew, which is not to be unreasonably withheld, do or propose to do any of the following, except
to the extent contemplated by this Agreement: 


	a)
	change
the articles of association, with the exception of the changes proposed to the shareholders of the Company in the invitation to the Company's AGM of 30 April 2003;



	b)
	make
improvements to the employment contracts or other arrangements with their directors or officers;



	c)
	amend
or terminate or enter into any material contracts;



	d)
	initiate
or agree on acquisitions or divestitures or financing, financial, capital market transactions of more than CHF 70 million in aggregate or dispose of, in whole or in
part, its orthopedics, spine-tech or dental divisions;



	e)
	issue
any shares (save for shares issued for management options issued under the Option Plans and disclosed in the Company's financial statements for the financial year 2002), options,
warrants, convertible securities or other rights of any kind to acquire Company Shares; and



	f)
	purchase
any Company Shares for the period from the publication of the public announcement until the Completion Date; and



	g)
	distribute,
either directly or indirectly (e.g. by share buy backs), any dividend or other distribution to its shareholders. 





	9
	 Reasonable Efforts; Filings



Subject
to the terms and conditions herein provided for and to the fiduciary duties of the board of directors of the Company under applicable law as advised by legal counsel, each of the parties
hereto agrees to use all reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and
regulations, including without limitation to make all national filings under applicable competition laws, to complete and make effective, as soon as practicable, the transactions contemplated by this
Agreement. 



	10
	 Notification of Certain Matters



The
Company shall give prompt notice to Smith & Nephew, and Smith & Nephew shall give prompt notice to the Company, of any failure of such party (or, in the case of Smith &
Nephew, the Offeror) to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. 



11





 
	III
	 TERMINATION AND AMENDMENT 

 
	1
	 Termination



This
Agreement may be terminated: 


	a)
	At
any time by mutual written consent of the boards of directors of the Company and Smith & Nephew;



	b)
	by
Smith & Nephew (i) in the event of a material breach of the Agreement (which, for the avoidance of doubt, shall include any breach of Sections II.8 d), f) and
g)) or a material contravention of the applicable laws and regulations by the Company, (ii) if the Company's board of directors withdraws or otherwise modifies the Recommendation, or
(iii) if the Offer is not completed due to the non-satisfaction of a Condition;



	c)
	by
the Company (i) in the event of a material breach of this Agreement or a material contravention of the applicable laws and regulations by the Offeror or Smith &
Nephew, (ii) if the Offer is not completed due to the non-satisfaction of a Condition, or (iii) if the Company receives an offer with respect to an Acquisition Transaction
with a party other than the Offeror or its affiliates or such other party has commenced a tender offer which, in either case, the board of directors of the Company, after having granted the Offeror
the reasonable opportunity to increase the value of the Offer, believes in good faith is more favourable to the Company's shareholders than the transactions contemplated by this Agreement. 





	2
	 Effect of Termination



	a)
	If
this Agreement is terminated pursuant to Section III.1 above, this Agreement, except for the provisions of this Section and Sections II.6(b), II.7 and IV hereof, shall
forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or shareholders.
However, nothing in this Section III.2 shall relieve any party to this Agreement of liability for breach of this Agreement or for a contravention of the applicable laws and regulations.



	b)
	The
Confidentiality Agreement shall remain in full force and effect following any termination of this Agreement, and all confidential material shall be either destroyed or returned
promptly. 









	3
	 Amendment



This
Agreement may not be amended except by an instrument in writing signed on behalf of all of the parties. 



	IV
	 MISCELLANEOUS 

 
	1
	 Waiver of Standstill Provisions



Whereas
the Offeror and Smith & Nephew are entering into separate acquisition agreements in relation to the Company Shares under the Parallel Public Offer, and whereas under the terms of
subparagraph 7 of the Confidentiality Agreement, the accompanying side letter agreement dated December 19, 2002 and section 4(b) of the process letter from the Company's financial
advisors to Smith & Nephew's financial advisor dated January 29, 2003 (together the "Standstill Provisions"), Smith & Nephew has agreed not to acquire, directly or indirectly, any
Company Shares without the prior approval of the Company, the Standstill Provisions are hereby waived (1) with respect to Company Shares indirectly acquired in connection with the exchange
offer by the Offeror with respect to the Shareholder, and (2) with respect to purchases made pursuant to the Offer. 



12





 
	2
	 Entire Agreement; Assignment



Except
for the Confidentiality Agreement, this Agreement (a) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, (b) shall not be assigned by operation of law or otherwise and
(c) shall not be for the benefit of a third party. 



	3
	 Validity



The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and
effect. 



	4
	 Notices



All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by facsimile transmission with
confirmation of receipt, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties as follows: 


if
to the Offeror or Smith & Nephew: 



Heron
House

15 Adam Street

London WC2N 6LA

For the attention of: Company Secretary 




if
to the Company: 



Centerpulse Ltd

Andreasstrasse 15

CH-8050 Zürich

For the attention of: Company Secretary 




or
to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above (provided that notice of any change of address shall
be effective only upon receipt thereof). 



	5
	 Fees and Expenses



Whether
or not the Offer is consummated, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, except
as provided expressly to the contrary herein. 



	6
	 Public Disclosure



The
Offeror and Smith & Nephew (and their affiliates) and the Company (and its affiliates) will consult with each other and agree on the desirability, timing and substance of any press release,
public announcement, publicity statement or other disclosure relating to the Transaction or the business of a party hereto (including in particular any product recall liability) and, subject to
applicable laws, stock exchange rules and the requirements of any regulatory authorities, neither Smith & Nephew or the Offeror (nor their affiliates) nor the Company (or its affiliates) will
make any public disclosures without the prior consent of the other party (which consent shall not be unreasonably withheld) as to the timing of such disclosure, extent of distribution and form and
substance thereof. 



13





 
	7
	 Governing Law



This
Agreement shall be governed by and construed in accordance with the laws of Switzerland regardless of the laws that might otherwise govern under principles of conflicts of laws applicable
thereto. 



	8
	 Arbitration



The
parties hereto consent and agree that all disputes out of or in connection with the Agreement, including disputes on its execution, binding effect, performance, amendment and termination, shall be
resolved to the exclusion of the ordinary courts by a three-person arbitral tribunal in accordance with the International Arbitration Rules of the Zurich Chamber of Commerce. If there are not more
than two parties involved each party nominates an arbitrator. The decision of the arbitral tribunal shall be final, and the parties waive all challenge of the award in accordance with
article 192 of the Swiss Act on Private International Law. 



*
* * * * 



In
witness whereof, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all at or on the day and year first above written. 



14





 



	MEADOWCLEAN LIMITED	 	 
	

 	

 	
 	

 
	By:	/s/ Pierre-André Chappotte
	 	 
	Name:	Pierre-André Chappotte	 	 
	Title:	Director	 	 
	

 	

 	
 	

 
	By:	/s/ Antoine Vidts
	 	 
	Name:	Antoine Vidts	 	 
	Title:	Director	 	 
	

 	

 	
 	

 
	SMITH & NEPHEW PLC	 	 
	

 	

 	
 	

 
	By:	/s/ Christopher J. O'Donnell
	 	 
	Name:	Christopher J. O'Donnell	 	 
	Title:	Chief Executive	 	 
	

 	

 	
 	

 
	By:	/s/ Peter Hooley
	 	 
	Name:	Peter Hooley	 	 
	Title:	Finance Director	 	 
	

 	

 	
 	

 
	CENTERPULSE LTD	 	 
	

 	

 	
 	

 
	By:	/s/ Max Link
	 	 
	Name:	Dr. Max Link	 	 
	Title:	Chairman & CEO	 	 
	

 	

 	
 	

 
	By:	Urs Kamber
	 	 
	Name:	Urs Kamber	 	 
	Title:	CFO	 	 




15









QuickLinks



Exhibit 4.30



TABLE OF CONTENTS


TABLE OF ANNEXES