Zimmer Holdings Announces Agreement to Acquire ORTHOsoft, a Leader in Computer Assisted Orthopaedic Surgery

Zimmer Holdings, Inc. (NYSE:ZMH)(SWX:ZMH), a leader in the orthopaedics
industry, and ORTHOsoft Inc. (TSX VENTURE:OSH), a leader in computer navigation
for orthopaedic surgery, announced today that Zimmer has reached an agreement to
make an offer to acquire all of ORTHOsoft's outstanding common shares in a cash
transaction for CDN$1.10 per share (the "Offer"). The total purchase price,
excluding the 12.4% of outstanding ORTHOsoft common stock currently held by a
Zimmer subsidiary, is approximately CDN$50,000,000.


According toZimmer, the transaction will be funded out of operating cash flow
and is expected to be completed in the fourth quarter of 2007. Zimmer said it
estimates the transaction to be approximately $0.01 dilutive to adjusted
earnings per share in the fourth quarter of 2007, $0.03 dilutive in 2008 and
accretive thereafter.


"We look forward to welcoming ORTHOsoft's leadership team and skilled employees
to the Zimmer family," said David Dvorak, Zimmer President and CEO. "Their
commitment to innovation, sales and customer support in computer-aided surgical
navigation has won the high regard of surgeons in North America and Europe. This
acquisition will support our SmartTools strategic initiative and will allow us
to vertically integrate our Zimmer(R) Computer Assisted Solutions (CAS) efforts,
enabling us to direct future development and to apply CAS concepts across our
various businesses."


Founded in 1995, ORTHOsoft develops and markets best-in-class medical software,
instruments and computerized systems designed to help orthopaedic surgeons
increase accuracy in hip, knee and spine implant surgery. ORTHOsoft's
FDA-approved patented software solutions are developed by surgeons for surgeons,
resulting in intuitive and easy-to-use navigation that tracks surgical flow and
provides surgeons with real-time data, thus helping to improve the surgical
process and patient outcomes. The company was recently selected in the "2006 TSX
Venture 50," a ranking of the top emerging public companies listed on that
exchange.


"This transaction allows us to deliver significant value for our shareholders
while assuring that we will have an opportunity, through the global power of the
Zimmer distribution network, to present our technology and expertise to many new
customers and markets. This acquisition will allow us to concentrate on specific
applications for Zimmer products and provide outstanding universal orthopaedic
navigation solutions," said Dr. Louis-Philippe Amiot, Chairman, CEO and founder
of ORTHOsoft.


ORTHOsoft's Navitrack(R) Navigation System is a comprehensive suite of universal
software tools for total knee and total hip replacement, now running on a new
platform, the Sesamoid(TM), and features industry-exclusive high-performance
optical reflectors, the NavitrackER(TM). The Navitrack(R) FluoroSpine(R) System
assists surgeons in precisely positioning pedicle screws for conventional and
minimally invasive procedures in order to help reduce complication rates
resulting from implant misplacement. This in turn can potentially help avoid
long-term neurological deficits, reduce incidents of implant loosening and avoid
reoperations.


Zimmer said it intends to maintain ORTHOsoft's current operations in Montreal
and will integrate the company with its existing CAS organization. ORTHOsoft
currently has 81 employees, most of whom are engaged in sales and product
development.


The board of ORTHOsoft, after consulting with its financial and legal advisors
and the Special Committee of directors, has unanimously recommended that
ORTHOsoft shareholders accept the Offer. Coady Diemar Partners LLC, as financial
advisor to ORTHOsoft's Board, has provided a written opinion to the board of
ORTHOsoft that the consideration of CDN$1.10 under the Offer is fair, from a
financial point of view, to ORTHOsoft shareholders (other than Zimmer and its
affiliates). The consideration of CDN$1.10 per share under the Offer represents
a premium of approximately 69% over the closing price of the shares on the TSX
Venture Exchange on August 23, 2007, the last trading day prior to the
announcement of the Offer and a premium of approximately 66% based on the 20-day
average closing price of the shares as of such date.


The support agreement between ORTHOsoft and Zimmer provides for a break-up fee
of CDN$1,750,000 payable by ORTHOsoft to Zimmer in certain circumstances. Also,
ORTHOsoft may become liable to pay expense reimbursement of CDN$750,000 to
Zimmer. In addition, the agreement contains, among other things, customary terms
and conditions for an agreement of this nature, including a non-solicitation
provision, the right of notification should ORTHOsoft receive a third party
proposal and the right to match any proposal which the board of ORTHOsoft deems
superior.


Zimmer has also entered into "hard" lock-up agreements with Dr. Louis-Philippe
Amiot, Peggy Katsiroumbas, Yvan Beaudoin and SGF Sante Inc. which provide for an
irrevocable commitment that they tender in favor of the Offer all of the
20,754,014 common shares they hold in total, representing approximately 40.63%
of the outstanding shares of ORTHOsoft on a fully diluted basis.


The take-over bid circular is expected to be mailed to ORTHOsoft shareholders
within the next two weeks together with the ORTHOsoft Director's circular.


The Offer will be subject to certain conditions, including:

- there shall have been tendered under the Offer and not withdrawn that number
of common shares, which together with common shares held by Zimmer or its
affiliates, represents at least 66 2/3 % (on a fully diluted basis) of all
outstanding common shares and a majority of the common shares, the votes
attached to which would be included in the "minority" approval of a second step
business combination pursuant to rules of the Ontario Securities Commission and
the Autorite des marches financiers;


- all required governmental and regulatory approvals and consents being obtained;

- there shall not have occurred any ORTHOsoft material adverse effect; and

- other customary conditions.

About Zimmer

Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer is the worldwide #1
pure-play orthopaedic leader in designing, developing, manufacturing and
marketing reconstructive and spinal implants, trauma and related orthopaedic
surgical products. Zimmer has operations in more than 24 countries around the
world and sells products in more than 100 countries. Zimmer's 2006 sales were
approximately $3.5 billion. The Company is supported by the efforts of more than
7,000 employees worldwide.


Visit Zimmer on the worldwide web at www.zimmer.com

About ORTHOsoft

ORTHOsoft develops and markets best-in-class medical software, instruments and
computerized systems designed to help orthopaedic surgeons increase accuracy in
hip, knee and spine implant surgery. ORTHOsoft's FDA-approved patented software
solutions are developed by surgeons for surgeons, resulting in intuitive and
easy-to-use navigation that tracks surgical flow and provides surgeons with
real-time data, thus helping to improve the surgical process and patient
outcomes. ORTHOsoft's 2006 revenues were approximately CDN$12.7 million.


Visit ORTHOsoft on the worldwide web at www.orthosoft.ca

Zimmer Safe Harbor Statement

This press release contains forward-looking statements within the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 based on
current expectations, estimates, forecasts and projections about the
orthopaedics industry, management's beliefs and assumptions made by management.
Forward-looking statements may be identified by the use of forward-looking terms
such as "may," "will," "expects," "believes," "anticipates," "plans,"
"estimates," "projects," "assumes," "guides," "targets," "forecasts," and
"seeks" or the negative of such terms or other variations on such terms or
comparable terminology. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that could cause
actual outcomes and results to differ materially. These risks and uncertainties
include, but are not limited to, our ability to successfully integrate acquired
businesses, the outcome of the Department of Justice investigations announced in
March 2005 and June 2006, price and product competition, rapid technological
development, demographic changes, dependence on new product development, the mix
of our products and services, supply and prices of raw materials and products,
customer demand for our products and services, control of costs and expenses,
our ability to form and implement alliances, international growth, governmental
laws and regulations affecting our U.S. and international businesses, including
tax obligations and risks, product liability and intellectual property
litigation losses, reimbursement levels from third-party payors, general
industry and market conditions and growth rates and general domestic and
international economic conditions including interest rate and currency exchange
rate fluctuations. For a further list and description of such risks and
uncertainties, see our periodic reports filed with the U.S. Securities and
Exchange Commission.  We disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be set forth in our periodic reports.
Readers of this document are cautioned not to place undue reliance on these
forward-looking statements, since, while we believe the assumptions on which the
forward-looking statements are based are reasonable, there can be no assurance
that these forward-looking statements will prove to be accurate. This cautionary
statement is applicable to all forward-looking statements contained in this
document.


ORTHOsoft Safe Harbor Statement

The TSX Venture Exchange does not accept responsibility for the adequacy or
accuracy of this release.


Certain statements contained in this news release, other than statements of fact
that are independently verifiable at the date hereof, may constitute
forward-looking statements. Such statements, inherently involve numerous risks
and uncertainties, known and unknown, many of which are beyond the control of
ORTHOsoft. Such risks include, but are not limited to: the risks that the Offer
will be unsuccessful for any reason, the impact of general economic conditions,
general conditions in the medical industry, and changes to the competitive
environment in the jurisdictions in which ORTHOsoft does business, regulatory
changes to the health care industry, and adequate protection of the proprietary
interests of ORTHOsoft. Consequently, actual future results may differ
materially from the anticipated results expressed in the forward-looking
statements. The reader should not place undue reliance on the forward-looking
statements included in this press release. These statements speak only as of the
date made, and ORTHOsoft is under no obligation and disavows any intention to
update or revise such statements as a result of any event, circumstances, or
otherwise.