Regeneration Technologies, Tutogen Medical Set Special Meeting of Stockholders to Vote on Proposed Mergerhttp://www.tutogen.com
14 Januar 2008 - 6:20PM
Business Wire
Regeneration Technologies, Inc. (RTI) (Nasdaq:RTIX) and Tutogen
Medical, Inc. (AMEX:TTG) today announced that special meetings of
stockholders have been set to vote on the proposed merger of the
two companies. A special meeting of the stockholders of RTI, to
consider and vote upon the transactions contemplated by the
proposed merger with Tutogen, has been scheduled for Feb. 27, 2008
at 9:00 a.m. Eastern Time, at RTI�s headquarters at 11620 Research
Circle, Alachua, Fla. RTI stockholders of record as of the close of
business on Jan. 16, 2008 will be entitled to vote at the special
meeting. A special meeting of the stockholders of Tutogen, to
consider and vote upon the transactions contemplated by the
proposed merger with RTI, has been scheduled for Feb. 27, 2008 at
9:00 a.m. Eastern Time, at Tutogen�s headquarters at 13709 Progress
Blvd., Alachua, Fla. Tutogen stockholders of record as of the close
of business on Jan. 22, 2008 will be entitled to vote at the
special meeting. The waiting period imposed by the
Hart-Scott-Rodino Antitrust Improvements Act applicable to the
proposed merger of the two companies expired on Jan. 7, 2008. The
companies will plan to mail definitive proxy materials in
connection with the merger agreement to stockholders on or about
Jan. 25, 2008. The companies announced on Nov. 13, 2007 a
definitive agreement to combine the two companies in a tax-free,
stock-for-stock exchange. Under the terms of the merger agreement,
Tutogen shareholders will receive 1.22 shares of newly issued RTI
common stock in exchange for each share of Tutogen common stock
they own. Upon completion of the merger, RTI stockholders will own
approximately 55 percent of the combined company and Tutogen
stockholders will own 45 percent of the company, on a diluted
basis. The combined company will be the leading provider of sterile
biologic solutions for patients around the world, with a diverse
mix of implants and distributors. The merged company will benefit
from cost synergies and enhanced opportunities for revenue growth
and increased profitability. Stockholders are encouraged to read
each company�s definitive proxy materials in their entirety as they
provide, among other things, a detailed discussion of the process
that led to the proposed merger and the reasons behind the boards
of directors� unanimous recommendation that stockholders vote FOR
the approval of the transactions contemplated by the proposed
merger of RTI and Tutogen. About Regeneration Technologies, Inc.
RTI processes allograft and xenograft tissue into shaped implants
for use in orthopedic and other surgeries with a commitment to
science, safety and innovation. RTI also holds the patents on
BioCleanse�, a proven tissue sterilization process validated to
eliminate viruses, bacteria, fungi and spores from tissue without
impacting the structural or biomechanical integrity of the tissue.
The company has distributed more than half a million allograft
implants sterilized with the BioCleanse process with zero incidence
of infection. RTI is accredited by the American Association of
Tissue Banks. About Tutogen Medical, Inc. Tutogen Medical, Inc.
manufactures sterile biological implant products made from human
(allograft) and animal (xenograft) tissue. Tutogen utilizes its
proprietary Tutoplast� Process of tissue preservation and viral
inactivation to manufacture and deliver sterile bio-implants used
in spinal/trauma, urology, dental, ophthalmology, and general
surgery procedures. Tutogen�s Tutoplast products are sold and
distributed worldwide by Zimmer Spine and Zimmer Dental
(subsidiaries of Zimmer Holdings, Inc.), Davol Inc. (a subsidiary
of C.R. Bard Inc.), the Mentor Corporation (Mentor), Coloplast
Corporation, IOP, Inc. and through independent distributors
internationally. For more information, visit Tutogen�s web site at
http://www.tutogen.com. Forward Looking Statements This
communication contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such statements include but are not limited to statements about the
expected benefits of the business combination involving
Regeneration Technologies, Inc. and Tutogen Medical, Inc.,
including potential synergies and cost savings, future financial
and operating results, and the combined company's plans and
objectives. In addition, except for historical information, any
statements made in this communication about anticipated financial
results, growth rates, new product introductions, future
operational improvements and results, regulatory approvals or
changes to agreements with distributors also are forward-looking
statements. Forward-looking statements are subject to risks and
uncertainties, including the ability of Regeneration Technologies
and Tutogen to integrate their businesses successfully and to
realize the expected synergies and cost savings from the merger and
the risks described in public filings by Regeneration Technologies
and Tutogen on file with the Securities and Exchange Commission.
Actual results may differ materially from anticipated results
reflected in these forward-looking statements. Copies of
Regeneration Technologies' SEC filings may be obtained by
contacting Regeneration Technologies or the SEC or by visiting
Regeneration Technologies' Web site at www.rtix.com or the SEC's
Web site at www.sec.gov. Copies of Tutogen's SEC filings may be
obtained by contacting Tutogen or the SEC or by visiting Tutogen's
Web site at www.tutogen.com or the SEC's Web site at www.sec.gov.
The proposed merger will be submitted to the respective
stockholders of Regeneration Technologies and Tutogen for their
consideration, and Regeneration Technologies and Tutogen have filed
a registration statement, a joint proxy statement/prospectus and
other relevant documents concerning the proposed transaction with
the SEC. Shareholders are urged to read the registration statement
and the joint proxy statement/prospectus regarding the proposed
merger and any other relevant documents filed with the SEC, as well
as any amendments or supplements to those documents, because they
will contain important information. You can obtain a free copy of
the joint proxy statement/prospectus, as well as other filings
containing information about Regeneration Technologies and Tutogen,
at the SEC's Internet site (http://www.sec.gov). You will also be
able to obtain these documents, free of charge, at RTI�s website
(http://www.rtix.com) or Tutogen�s website
(http://www.tutogen.com). Copies of the joint proxy
statement/prospectus and the SEC filings that are incorporated by
reference in the joint proxy statement/prospectus can also be
obtained, without charge, by directing a request to Thomas F. Rose,
Vice President and CFO, Regeneration Technologies Inc., PO Box
2650, Alachua, FL 32616 or to L. Robert Johnston, Jr., CFO, Tutogen
Medical Inc., 13709 Progress Blvd., Box 19, Alachua, FL 32615.
Regeneration Technologies and Tutogen, and their respective
directors and executive officers, may be deemed to be participants
in the solicitation of proxies from the stockholders of
Regeneration Technologies and Tutogen in connection with the
proposed merger. Information about the directors and executive
officers of Regeneration Technologies and their ownership of
Regeneration Technologies common stock is set forth in the proxy
statement, dated March 30, 2007, for Regeneration Technologies�
annual meeting of stockholders, as filed with the SEC on a Schedule
14A. Information about the directors and executive officers of
Tutogen and their ownership of Tutogen common stock is set forth in
the proxy statement, dated Feb. 5, 2007, for Tutogen's annual
meeting of stockholders, as filed with the SEC on a Schedule 14A.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the merger may be obtained by reading the joint proxy
statement/prospectus regarding the proposed merger. You may obtain
free copies of these documents as described in the preceding
paragraph. This communication shall not constitute an offer to sell
or the solicitation of an offer to buy securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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