- Less Than 40,000 Additional "FOR" Votes Required for Integra Merger
IRVINE, CA, Oct. 26 /CNW/ - 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 Centre Drive, 20th floor, Costa Mesa, CA.
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 94.5% of the votes cast to date and
approximately 49.5% of all outstanding shares at the record date.
If insufficient votes are cast in favour 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
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 orthopaedic
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 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
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 favour 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.
For further information:
For further information: Rob Morocco, CFO, (949) 855-7155,
firstname.lastname@example.org; Hans Herklots, Director IR, (949) 855-7195 or