Isotis Inc - Additional Proxy Soliciting Materials (definitive)
29 Oktober 2007 - 6:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
þ
Definitive Additional Materials
o
Soliciting Material Pursuant to §240.14a-12
ISOTIS, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
|
|
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
|
|
|
|
o
|
|
Fee paid previously with preliminary materials.
|
|
|
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of its filing.
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing party:
|
|
|
(4)
|
|
Date Filed:
|
Filed by IsoTis, Inc. Pursuant to Rule 14a-6(b)
Under the Securities Exchange Act of 1934
Subject Company: IsoTis, Inc.
Commission File No.: 001-33272
This filing relates to the proposed acquisition of IsoTis, Inc. (IsoTis) by Integra
LifeSciences Holdings Corporation (Integra) pursuant to the terms of an Agreement and Plan of
Merger, dated as of August 6, 2007, among Integra, Ice Mergercorp, Inc. and IsoTis. The Agreement
and Plan of Merger is on file with the Securities and Exchange Commission as an exhibit to the
Current Report on Form 8-K filed by IsoTis on August 7, 2007 and is incorporated by reference into
this filing.
On October 26, 2007, IsoTis issued the following press release:
IsoTis Adjourns Special Meeting to October 29, 2007
Less than 40,000 Additional FOR Votes Required for Integra Merger
IRVINE, CA, USA, October 26, 2007 IsoTis, Inc. (NASDAQ: ISOT) (IsoTis), an
orthobiologics company, today announced that it has adjourned its special meeting of stockholders
again, to Monday, October 29, 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 reconvene at 1.30 p.m. Pacific time on Monday, October 29,
2007 at the offices of Latham & Watkins LLP, at 650 Town Center Drive, 20
th
floor, Costa
Mesa, CA.
Of the approximately 3.7 million shares present in person or by proxy at todays meeting,
approximately 3.5 million shares voted for the merger with Integra, representing approximately
94.5% of the votes cast to date and approximately 49.5% of all outstanding shares at the record
date.
If insufficient votes are cast in favor of the Integra merger at the reconvened meeting to approve
the acquisition, IsoTis may adjourn the meeting again, or call a new meeting to be held in late
November 2007, with a new record date for the stockholders entitled to vote.
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.
|
|
|
For information contact:
|
|
|
Rob Morocco, CFO
|
|
Hans Herklots, Director IR
|
+1 (949) 855-7155
|
|
+1 (949) 855-7195 or +41 (21) 620-6011
|
robert.morocco@isotis.com
|
|
hans.herklots@isotis.com
|
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
managements 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,
again adjourned to October 26, 2007, and now adjourned to October 29, 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 SECs website at www.sec.gov, at IsoTis
website at 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.
Isotec (MM) (NASDAQ:ISOT)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
Isotec (MM) (NASDAQ:ISOT)
Historical Stock Chart
Von Dez 2023 bis Dez 2024