IsoTis Reports Status of Merger Vote
26 Oktober 2007 - 7:37PM
PR Newswire (US)
Less Than 100,000 Additional "FOR" Votes Required for Integra
Merger IRVINE, California, October 26 /PRNewswire-FirstCall/ --
IsoTis, Inc. (NASDAQ:ISOT) ("IsoTis"), an orthobiologics company,
today reported that less than 100,000 votes "FOR" are needed 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. Today's special meeting
of stockholders will remain open throughout the day to allow for
additional votes to be cast. If insufficient votes are cast in
favor of the Integra merger at today's meeting, IsoTis will adjourn
the meeting to October 30, 2007. Of the approximately 3.7 million
shares present in person or by proxy at today's meeting,
approximately 3.5 million shares voted "for" the merger with
Integra, representing approximately 94.4% of the votes cast to date
and approximately 49.0% of all outstanding shares at the record
date. 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: Rob Morocco, CFO, +1-949-855-7155, ; Hans Herklots,
Director IR, +1-949-855-7195 or +41-21-620-6011,
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