IsoTis Files Definitive Proxy Statement
05 September 2007 - 10:25PM
PR Newswire (US)
IRVINE, California, September 5 /PRNewswire-FirstCall/ -- - 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 http://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
http://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. DATASOURCE: IsoTis Inc CONTACT: For
information contact: Rob Morocco, CFO Hans Herklots, Director IR,
+1-949-855-7155 +1-949-855-7195 or +41-21-620-6011, ,
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