IsoTis Files Definitive Proxy Statement
Irvine, California (ots/PRNewswire)
- Special Stockholders Meeting to Approve Merger With Integra on October 11, 2007
IsoTis, Inc. (NASDAQ: ISOT) ("IsoTis"), an orthobiologics company,
today announced the filing of a definitive proxy statement with the
U.S. Securities and Exchange Commission ("SEC") in connection with
the IsoTis-Integra LifeSciences Holdings Corporation (NASDAQ: IART)
("Integra") combination. The proxy statement is available on the
investor portion of the company's corporate website, and was first
mailed to stockholders on or about September 5, 2007.The Proxy Statement relates to a special meeting of stockholders of IsoTis to be held on October 11, 2007 in Irvine, CA,, at which IsoTis' stockholders will be asked to approve the acquisition of IsoTis by Integra pursuant to an agreement and plan of merger dated as of August 6, 2007. If the acquisition is consummated, stockholders will be entitled to receive $7.25 in cash, without interest, for each share of IsoTis common stock that they own.
IsoTis will also distribute to its stockholders a separate document that highlights certain important components of the proxy statement and translates these components into Dutch, French and German. These highlights and translations will be mailed to stockholders and are made available on the investor portion of the company's corporate website.
In addition, in advance of the October 11, 2007 stockholder meeting, IsoTis intends to hold information meetings for its European stockholders on the following dates:
- September 25, 2007, 6 p.m., local time, at Hôtel Alpha-Palmiers, located in Lausanne, Switzerland
- September 26, 2007, 6 p.m., local time, at Hotel Baur au Lac, located in Zurich, Switzerland
- September 27, 2007, 6 p.m., local time, at World Trade Center Schiphol Airport, located in Amsterdam, The Netherlands
The purpose of these meetings is to provide stockholders with an opportunity to ask questions regarding the acquisition of IsoTis by Integra. Stockholders will not be asked to vote on the transaction during these information meetings. IsoTis stockholders will vote on the transaction at the October 11, 2007 special meeting of stockholders to be held in Irvine, California.
About IsoTis
IsoTis is an orthobiologics company that develops, manufactures and markets proprietary products for the treatment of musculoskeletal diseases and disorders. IsoTis' current orthobiologics products are bone graft substitutes that promote the regeneration of bone and are used to repair natural, trauma-related and surgically-created defects common in orthopedic procedures, including spinal fusions. IsoTis' current commercial business is highlighted by its Accell line of products, which the company believes represents the next generation in bone graft substitution.
On August 7, 2007 Integra and IsoTis announced that they have reached a definitive agreement to create a global orthobiologics leader. The combination would create a comprehensive orthobiologics portfolio, one of the largest sales organizations focused on orthobiologics in the US, and multiple cross-selling opportunities. The transaction is subject to approval of IsoTis' stockholders, as well as other closing conditions and approvals. Upon closing, IsoTis will become a wholly-owned subsidiary of Integra and Integra will be one of the largest companies in the world focused on advanced technology in orthobiologics.
Forward-Looking Statements
Certain statements in this press release are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, IsoTis' proposed acquisition by Integra. Words such as "strategy," "expects," "plans," "anticipates," "believes," "may," "will," "might," "could," "would," "continues," "estimates," "intends," "pursues," "projects," "goals," "targets" or the negative or other variations thereof and other words of similar meaning are intended to identify such forward-looking statements. One can also identify them by the fact that they do not relate strictly to historical or current facts. Such statements are based on the current expectations and projections of the management of IsoTis only. Undue reliance should not be placed on these statements because, by their nature, they are subject to known and unknown risks and can be affected by factors that are beyond the control of IsoTis. Actual results could differ materially from current expectations and projections. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. IsoTis undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Important Information for Investors and Stockholders
IsoTis has filed a definitive proxy statement and other relevant materials with the SEC in connection with the proposed merger with Integra. IsoTis urges IsoTis stockholders to read the proxy statement and any other relevant documents filed by IsoTis with the SEC because they will contain important information. Investors and stockholders may obtain the proxy statement and other documents filed with the SEC free of charge at the website maintained by the SEC at www.sec.gov. Documents filed with the SEC by IsoTis are also available free of charge on the investor relations portion of the IsoTis website at www.IsoTis.com. The proxy statement was first mailed to stockholders on or about September 5, 2007.
Participants in the Solicitation
IsoTis, and its directors and executive officers may be deemed to be participants in the solicitation of proxies from IsoTis' stockholders in connection with the proposed merger with Integra. The names of IsoTis' directors and executive officers and a description of their interests in IsoTis are set forth in IsoTis S.A.'s Annual Report on Form 20-F, which was filed with the SEC on May 11, 2007. Investors and stockholders can obtain more detailed information regarding the direct and indirect interests of IsoTis' directors and executive officers in the merger by reading the definitive proxy statement.
Contact:
For information contact: Rob Morocco, CFO Hans Herklots, Director IR,
+1-949-855-7155 +1-949-855-7195 or +41-21-620-6011,
robert.morocco@isotis.com, hans.herklots@isotis.com