Final Result Regarding IsoTis Exchange Offer
13 Februar 2007 - 7:30AM
PR Newswire (US)
90.46% of Shares Tendered Through the End of the Post-Acceptance
Period IRVINE, California and LAUSANNE, Switzerland, February 13
/PRNewswire-FirstCall/ -- Further to the public announcements dated
November 6, 2006, December 1, 14, 15, 2006, January 22 and 25,
2007, February 8, 2007 and the offer memorandum of December 14,
2006 (the "Offer Memorandum"), IsoTis, Inc. and IsoTis SA ("IsoTis"
or the "Company") hereby jointly present the final result regarding
the number of shares tendered under the public exchange offer (the
"Exchange Offer") for all issued and outstanding registered shares
(the "IsoTis Swiss Shares") following the expiration of the
post-acceptance period. Unless defined herein, defined terms used
in this announcement shall have the meaning ascribed to them in the
Offer Memorandum. Further to the public announcement of February 8,
2007, regarding the provisional result of the number of IsoTis
Swiss Shares tendered during the Post-Acceptance Period, IsoTis,
Inc. and the Company hereby announce that at the end of the
Post-Acceptance Period, on February 7, 2007, at 16:00 hours CET,
11,001,791 IsoTis Swiss Shares had been tendered under the Exchange
Offer, representing 15.5% of the issued and outstanding share
capital of the Company. Following the acceptance of the IsoTis
Swiss Shares tendered during the Post-Acceptance Period and
together with the IsoTis Swiss Shares already held by IsoTis, Inc.,
IsoTis, Inc. holds for its own account as per the date of this
announcement 64,180,460 IsoTis Swiss Shares, representing 90.46% of
the issued and outstanding share capital of the Company. As IsoTis,
Inc. has not acquired any IsoTis Swiss Shares outside the Exchange
Offer, IsoTis, Inc. now holds 90.46% of the issued and outstanding
share capital of the Company. Settlement With reference to the
Offer Memorandum, IsoTis, Inc. will pay a consideration of one (1)
IsoTis US Share in exchange for each ten (10) IsoTis Swiss Shares
(the "Consideration") validly tendered (or defectively tendered
provided that such defect has been waived by IsoTis, Inc.) and
delivered no later than 14 February 2007 ("Second Settlement
Date"). Fractional entitlements to IsoTis US Shares resulting from
the exchange ratio will not be delivered but compensated in cash by
IsoTis, Inc. at EUR 0.9849 and CAD 1.4266, as appropriate (CHF
1.5667, if settled under the Swiss Offer Memorandum) per
corresponding IsoTis Swiss Share, which amount corresponds to the
30-day average opening price for IsoTis Swiss Shares on the SWX
Swiss Exchange during the 30 Trading Days preceding the first
public announcement of the Exchange Offer and publication of the
Swiss pre-announcement on 6 November 2006. Squeeze-out and
delisting As set out in the Offer Memorandum, IsoTis, Inc. intends
to procure that the Company's listing on SWX Swiss Exchange,
Euronext Amsterdam N.V. and the Toronto Stock Exchange will be
terminated as soon as possible. Also IsoTis, Inc. intends to
squeeze-out or compensate (squeeze-out merger) any remaining
Shareholders to the extent permitted by law. NASDAQ listing IsoTis,
Inc. has been authorized for listing on the NASDAQ (NASDAQ:ISOT)
Global Market. Trading of the IsoTis US Shares on the NASDAQ Global
Market commenced on 26 January 2007 under the ticker symbol "ISOT".
Information With regard to the final result regarding the Exchange
Offer an official announcement has also been made by IsoTis, Inc.
in accordance with Swiss law, a copy of which is posted in English,
French and German on the Company's website under
http://investors.isotis.com/. Copies of the Offer Memorandum are
available free of charge from the Dutch Exchange Agent (ABN AMRO
Bank N.V., Attn. Servicedesk MF 7020, Kemelstede 2, 4817 ST Breda,
the Netherlands, tel: +31-76-579-9455, fax: +31-76-579-9643,
e-mail: ), the Canadian/U.S. Soliciting Dealer (RBC Capital
Markets, 77 Front West Street, 5th Floor, Toronto, Ontario, M5V 2X4
Canada, tel.: +1-416-842-5349, fax: +1-416-313-6066, e-mail: ) or
the Company (2 Goodyear, Suite B, Irvine, California 92618, United
States of America, tel.: + 1-949-595-8710, fax: + 1-949-595-8711,
e-mail:) as of 15 December 2006. Copies of the Offer Memorandum are
also available on the Company's website at
http://investors.isotis.com/. Digital copies of the Offer
Memorandum are also available on the website of Euronext Amsterdam
at http://www.euronext.com/ (Dutch residents only) and on the
website of the System for Electronic Document Analysis and
Retrieval at http://www.sedar.com/. The Swiss Offer Memorandum can
be obtained free of charge from Bank Sarasin & Co. Ltd
(Lowenstrasse 11, 8022 Zurich, Switzerland, tel.: +41-44-213-9679,
fax: +41-22-213-9698, e-mail: ) and both the Swiss Offer Memorandum
and the Offer Memorandum are also available on the Company's
website at http://investors.isotis.com/. This announcement has been
published in the Dutch language as well. In case of discrepancies
the English version is leading. 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,
including those that refer to management's plans and expectations
for future operations, prospects and financial condition. Words
such as "strategy," "expects," "plans," "anticipates," "believes,"
"will," "continues," "estimates," "intends," "projects," "goals,"
"targets," "could," "may," 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 of the management of IsoTis, Inc. 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, Inc.
Actual results could differ materially from current expectations
due to a number of factors and uncertainties affecting IsoTis, Inc.
IsoTis, Inc. expressly disclaims any intent or obligation to update
these forward-looking statements except as required by law. This
announcement is a public announcement as meant within article 9b
paragraph 1 of the Dutch Decree on the Supervision of the
Securities Trade 1995 (Besluit toezicht effectenverkeer 1995). The
Exchange Offer is being made for the shares of IsoTis SA, a Swiss
company, that are listed on the SWX Swiss Exchange, on Euronext
Amsterdam N.V. and the Toronto Stock Exchange. The Exchange Offer
is subject to disclosure requirements of Switzerland, the
Netherlands and Canada, which requirements may be different from
those of the United States. U.S. shareholders should be aware that,
to the extent permissible, IsoTis, Inc. may purchase IsoTis Swiss
Shares otherwise than under the Exchange Offer, such as in open
market or privately negotiated purchases. DATASOURCE: IsoTis
OrthoBiologics CONTACT: For information contact IsoTis: U.S., Rob
Morocco, CFO, +1-949-855-7155, . Europe, Hans Herklots, Director
IR, +41(0)21-620-6011,
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