Special Stockholders Meeting to Approve Merger With Integra on
October 11, 2007
IRVINE, CA, Sept. 5 /CNW/ - IsoTis, Inc. (NASDAQ: ISOT) ("IsoTis"), an
orthobiologics company, today announced the filing of a definitive proxy
statement with the U.S. Securities and Exchange Commission ("SEC") in
connection with the IsoTis-Integra LifeSciences Holdings Corporation (NASDAQ:
IART) ("Integra") combination. The proxy statement is available on the
investor portion of the company's corporate website, and was first mailed to
stockholders on or about September 5, 2007.
The Proxy Statement relates to a special meeting of stockholders of
IsoTis to be held on October 11, 2007 in Irvine, CA,, at which IsoTis'
stockholders will be asked to approve the acquisition of IsoTis by Integra
pursuant to an agreement and plan of merger dated as of August 6, 2007. If the
acquisition is consummated, stockholders will be entitled to receive $7.25 in
cash, without interest, for each share of IsoTis common stock that they own.
IsoTis will also distribute to its stockholders a separate document that
highlights certain important components of the proxy statement and translates
these components into Dutch, French and German. These highlights and
translations will be mailed to stockholders and are made available on the
investor 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 on
the following dates:
- September 25, 2007, 6 p.m., local time, at Hôtel Alpha-Palmiers,
located in Lausanne, Switzerland
- September 26, 2007, 6 p.m., local time, at Hotel Baur au Lac, located
in Zurich, Switzerland
- September 27, 2007, 6 p.m., local time, at World Trade Center Schiphol
Airport, located in Amsterdam, The Netherlands
The purpose of these meetings is to provide stockholders with an
opportunity to ask questions regarding the acquisition of IsoTis by Integra.
Stockholders will not be asked to vote on the transaction during these
information meetings. IsoTis stockholders will vote on the transaction at the
October 11, 2007 special meeting of stockholders to be held in Irvine,
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, 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.
Important Information for Investors and Stockholders
IsoTis has filed a definitive proxy statement and other relevant
materials with the SEC in connection with the proposed merger with Integra.
IsoTis urges IsoTis stockholders to read the proxy statement and any other
relevant documents filed by IsoTis with the SEC because they will contain
important information. Investors and stockholders may obtain the proxy
statement and other documents filed with the SEC free of charge at the website
maintained by the SEC at www.sec.gov. Documents filed with the SEC by IsoTis
are also available free of charge on the investor relations portion of the
IsoTis website at www.IsoTis.com. The proxy statement was first mailed to
stockholders on or about September 5, 2007.
Participants in the Solicitation
IsoTis, and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from IsoTis' stockholders in
connection with the proposed merger with Integra. The names of IsoTis'
directors and executive officers and a description of their interests in
IsoTis are set forth in IsoTis S.A.'s Annual Report on Form 20-F, which was
filed with the SEC on May 11, 2007. Investors and stockholders can obtain more
detailed information regarding the direct and indirect interests of IsoTis'
directors and executive officers in the merger by reading the definitive proxy
For further information:
For further information: Rob Morocco, CFO Hans Herklots, Director IR,
(949) 855-7155, (949) 855-7195 or +41-21-620-6011, firstname.lastname@example.org,