IsoTis Adjourns Special Meeting to October 26, 2007
24 Oktober 2007 - 4:08PM
PR Newswire (US)
Less Than 350,000 Additional Votes "FOR" Required for Integra
Merger IRVINE, California, October 24 /PRNewswire-FirstCall/ --
IsoTis, Inc. (NASDAQ:ISOT) ("IsoTis"), an orthobiologics company,
today announced that it has adjourned the special meeting of
stockholders again, to October 26, 2007, to approve the acquisition
of IsoTis by Integra LifeSciences Holdings Corporation
(NASDAQ:IART) ("Integra") pursuant to an agreement and plan of
merger dated as of August 6, 2007. The special meeting of
stockholders will now be held at 7 a.m. Pacific time on October 26,
2007 at IsoTis' offices of Latham & Watkins at 650 Town Center
Drive, 20th floor, Costa Mesa, CA. In order hold the special
meeting, a majority of IsoTis' 7,099,229 outstanding shares (i.e.,
3,549,615 shares) must be present at the meeting in person or by
proxy. An insufficient number of shares were present at today's
reconvened meeting to conduct the meeting. Of the 3.4 million
shares present, approximately 3.2 million voted "for" the merger
with Integra, representing 94.3% of the votes cast to date, and
45.5 % of all outstanding shares at the record date. Based on
recent communications with custodians and brokers, IsoTis is
cautiously optimistic that it will be able to solicit the
additional approximate 350,000 shares before the newly adjourned
meeting recommences on October 26, 2007. Should this not turn out
to be the case, IsoTis may adjourn the meeting again, or may
consider calling a new meeting in November 2007 with a new record
date for the stockholders entitled to vote. By setting a new record
date, IsoTis would allow all stockholders, including those who have
acquired shares since the current meeting's record date of August
24, 2007 or those who will acquire shares before a new record date,
an opportunity to vote on the Integra transaction. IsoTis also
announced today that its primary creditor, Merrill Lynch, has
agreed to extend the deadline for IsoTis to repay funds borrowed
under its credit line from October 31, 2007 to November 30, 2007.
The IsoTis Board of Directors continues to believe unanimously that
the interests of IsoTis' stockholders are best served by the
acquisition by Integra, and that there are no feasible alternatives
for the company and its stockholders. If IsoTis is unable to obtain
the vote necessary to approve the proposed transaction, the company
believes it will have to seek bankruptcy protection. 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, including those that refer to management's plans and
expectations for, among other things, future operations,
strategies, prospects, performance and financial condition and
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.
A special stockholder meeting was convened on October 11, 2007,
adjourned to October 23, 2007 and again adjourned to October 26,
2007 to obtain stockholder approval of the proposed transaction.
IsoTis has filed with the Securities and Exchange Commission and
distributed to its stockholders a definitive proxy statement and
other relevant documents in connection with the special stockholder
meeting for the proposed transaction. IsoTis stockholders are urged
to read the definitive proxy statement and other relevant materials
when they become available because they will contain important
information about IsoTis, Integra and the proposed transaction.
Investors may obtain a free copy of these materials and other
documents filed by IsoTis with the Securities and Exchange
Commission at the SEC's website at http://www.sec.gov/, at IsoTis'
website at http://www.isotis.com/ or by sending a written request
to IsoTis at 2 Goodyear, Irvine, California 92618, Attention: Chief
Financial Officer. IsoTis and its directors, executive officers and
certain other members of management and employees may be deemed to
be participants in soliciting proxies from its stockholders in
favor of the proposed merger. Information regarding the persons who
may, under the rules of the SEC, be considered to be participants
in the solicitation of IsoTis' stockholders in connection with the
proposed transaction will be set forth in IsoTis' revised
definitive proxy statement for its special meeting. Additional
information regarding these individuals and any interest they have
in the proposed transaction is set forth in the revised definitive
proxy statement when it is filed with the SEC. DATASOURCE: IsoTis
Inc CONTACT: For information contact: Rob Morocco, CFO,
+1-(949)-855-7155, ; Hans Herklots, Director IR, +1-(949)-855-7195
or +41-(21)-620-6011,
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