IsoTis Files Definitive Proxy Statement
- Special Stockholders Meeting to Approve Merger With Integra on October11, 2007
IsoTis, Inc. (NASDAQ: ISOT) ("IsoTis"), an orthobiologics company, todayannounced the filing of a definitive proxy statement with the U.S. Securitiesand Exchange Commission ("SEC") in connection with the IsoTis-IntegraLifeSciences Holdings Corporation (NASDAQ: IART) ("Integra") combination. Theproxy statement is available on the investor portion of the company'scorporate website, and was first mailed to stockholders on or about September5, 2007.
The Proxy Statement relates to a special meeting of stockholders ofIsoTis to be held on October 11, 2007 in Irvine, CA,, at which IsoTis'stockholders will be asked to approve the acquisition of IsoTis by Integrapursuant to an agreement and plan of merger dated as of August 6, 2007. Ifthe acquisition is consummated, stockholders will be entitled to receive$7.25 in cash, without interest, for each share of IsoTis common stock thatthey own.
IsoTis will also distribute to its stockholders a separate document thathighlights certain important components of the proxy statement and translatesthese components into Dutch, French and German. These highlights andtranslations will be mailed to stockholders and are made available on theinvestor 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 onthe following dates:
- September 25, 2007, 6 p.m., local time, at HÃ´tel Alpha-Palmiers,located in Lausanne, Switzerland
- September 26, 2007, 6 p.m., local time, at Hotel Baur au Lac, locatedin Zurich, Switzerland
- September 27, 2007, 6 p.m., local time, at World Trade Center SchipholAirport, located in Amsterdam, The Netherlands
The purpose of these meetings is to provide stockholders with anopportunity to ask questions regarding the acquisition of IsoTis by Integra.Stockholders will not be asked to vote on the transaction during theseinformation meetings. IsoTis stockholders will vote on the transaction at theOctober 11, 2007 special meeting of stockholders to be held in Irvine,California.
IsoTis is an orthobiologics company that develops, manufactures andmarkets proprietary products for the treatment of musculoskeletal diseasesand disorders. IsoTis' current orthobiologics products are bone graftsubstitutes that promote the regeneration of bone and are used to repairnatural, trauma-related and surgically-created defects common in orthopedicprocedures, including spinal fusions. IsoTis' current commercial business ishighlighted by its Accell line of products, which the company believesrepresents the next generation in bone graft substitution.
On August 7, 2007 Integra and IsoTis announced that they have reached adefinitive agreement to create a global orthobiologics leader. Thecombination would create a comprehensive orthobiologics portfolio, one of thelargest sales organizations focused on orthobiologics in the US, and multiplecross-selling opportunities. The transaction is subject to approval ofIsoTis' stockholders, as well as other closing conditions and approvals. Uponclosing, IsoTis will become a wholly-owned subsidiary of Integra and Integrawill be one of the largest companies in the world focused on advancedtechnology in orthobiologics.
Certain statements in this press release are "forward-looking statements"within the meaning of Section 21E of the Securities Exchange Act of 1934, asamended, 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 negat
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