Update and Timeline on Conclusion of Exchange Offer
IRVINE, California, June 18 /CNW/ - IsoTis, Inc. (NASDAQ: ISOT), the
orthobiologics company, today announced that it is at the final stage of
concluding the Exchange Offer it launched for all of the outstanding shares of
ISOTIS SA on December 15, 2006. After this last step of the Exchange Offer,
ISOTIS SA will no longer be listed on SWX Swiss Exchange, Euronext Amsterdam
and the Toronto Stock Exchange.
On February 7, 2007, at the end of the first phase of the Exchange Offer,
64,180,460 shares in ISOTIS SA had been tendered, representing approximately
90.5% of the issued and outstanding share capital of the ISOTIS SA. As
announced in the prospectuses issued in connection with the Exchange Offer and
in the communications by the company during the Exchange Offer, IsoTis, Inc.,
is preparing to obtain the approximately 9.5% still outstanding ISOTIS SA
shares through a squeeze-out merger under Swiss law. The squeeze-out merger
will occur following a vote of the shareholders at an Extraordinary General
Meeting (EGM). The required vote to effect the squeeze-out merger is 90% of
the outstanding shares. Because IsoTis, Inc. owns in excess of 90% of the
outstanding shares of ISOTIS SA and intends to vote those shares in favor of
the squeeze-out merger at the EGM, the company expects that the squeeze-out
merger will be approved. Once the squeeze-out merger is approved, ISOTIS SA
will merge with IsoTis International SA, a newly formed subsidiary of IsoTis,
Inc. In connection with the merger, shareholders of ISOTIS SA will receive, in
exchange for their ISOTIS SA shares, shares of common stock of the company
under the same conditions as shareholders who participated in the Exchange
Offer, namely one company share for every 10 ISOTIS SA shares. The company
shares issued in the squeeze-out merger will be listed on the Nasdaq Global
The company will request that as soon as the EGM of the shareholders of
ISOTIS SA has passed the required motion, and the merger becomes effective,
the ISOTIS SA shares will be delisted from SWX Swiss Exchange, Euronext
Amsterdam, and from the Toronto Stock Exchange. The EGM will be held on
July 23 from 9 am until approximately 9:30 am in Lausanne, Switzerland.
June 18 Mailing of Notice of Extraordinary General Meeting of ISOTIS SA
to registered shareholders.
July 23 Extraordinary General Meeting of ISOTIS SA, followed by delisting
of ISOTIS SA shares from SWX Swiss Exchange, Euronext Amsterdam, and the
Toronto Stock Exchange.
Approximately July 27 Settlement of share exchange.
About IsoTis, Inc.
IsoTis is a leading 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.
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
future operations, prospects and financial condition. Words such as
"strategy," "expects," "plans," "anticipates," "believes," "will,"
"continues," "estimates," "intends," "projects," "goals," "targets" 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 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 due to a number of factors and uncertainties affecting IsoTis'
business, including, but not limited to, a competitive sales and marketing
environment, the timely commencement and success of IsoTis' clinical trials
and research endeavors, delays in receiving U.S. Food and Drug Administration
or other regulatory approvals (i.e.. EMEA, CE), including the risk that the
Company is unable to obtain 510(k) clearance for its Accell products, that the
FDA requires the Company to produce additional clinical data to support
approval or clearance of its products, that the FDA imposes compliance
measures against the Company for the marketing of its Accell products,
including imposing fines and injunctions or causing the Company to recall its
Accell products, market acceptance of IsoTis' products, effectiveness of
IsoTis' distribution channels, development of competing therapies and/or
technologies, the terms of any future strategic alliances, the need for
additional capital, the inability to obtain, or meet, conditions imposed for
required governmental and regulatory approvals and consents. IsoTis expressly
disclaims any intent or obligation to update these forward-looking statements
except as required by law. For a more detailed description of the risk factors
and uncertainties affecting IsoTis, refer to the Annual Report on Form 20-F
for the fiscal year ended December 31, 2005 and Quarterly Report on Form 10-Q
for the quarter ended March 31, 2007 of IsoTis SA, the predecessor of the
Company, filed with the SEC, to IsoTis SA's reports filed from time to time
with the Swiss Stock Exchange (SWX), Euronext Amsterdam N.V., SEDAR at
www.sedar.com and the Toronto Stock Exchange (TSX), and to the reports filed
from time to time by the Company with the SEC, including its Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2007.
The Exchange Offer is being made for the shares of IsoTis SA, a Swiss
company, that are listed on the SWX Swiss Exchange, on Euronext Amsterdam N.V.
and the Toronto Stock Exchange. The Exchange Offer is subject to disclosure
requirements of Switzerland, the Netherlands and Canada, which requirements
may be different from those of the United States. U.S. shareholders should be
aware that, to the extent permissible, IsoTis, Inc. may purchase IsoTis Swiss
Shares otherwise than under the Exchange Offer, such as in open market or
privately negotiated purchases.
For further information:
For further information: Rob Morocco, CFO, (949) 855-7155,
firstname.lastname@example.org; Hans Herklots, Director IR, (949) 855-7195 or