IRVINE, CA, Oct. 11 /CNW/ - IsoTis, Inc. (NASDAQ: ISOT) ("IsoTis"), an
orthobiologics company, today announced that it has adjourned the special
meeting of stockholders it called 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 was held at 9 a.m. Pacific time
today. An insufficient number of shares was present at the meeting to
establish the quorum necessary to approve the proposed transaction. As a
result, IsoTis determined to adjourn the meeting to October 23, 2007 until
7.30 a.m. Pacific time to permit additional time to collect the proxies
necessary to establish a quorum and approve the acquisition by Integra.
The vast majority of IsoTis' stockholder base resides outside the United
States of America, including thousands of retail stockholders, and many of
these shares have not been voted. The adjournment of the meeting will provide
these and other IsoTis stockholders additional time to vote their shares.
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 the
If IsoTis is unable to obtain the vote necessary to approve the proposed
transaction, the company believes it will have to seek bankruptcy protection.
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
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 held on October 11, 2007 to obtain
stockholder approval of the proposed transaction. This meeting has been
adjourned to October 23, 2007. 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
because they 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 is set forth in IsoTis' 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 definitive proxy statement on file with the SEC.
For further information:
For further information: Rob Morocco, CFO, (949) 855-7155,
firstname.lastname@example.org; Hans Herklots, Director IR, (949) 855-7195 or