Regeneration Technologies, Tutogen Medical Announce New Name for Proposed Merged Companyhttp://www.tutogen.com
18 January 2008 - 12:57AM
Business Wire
Regeneration Technologies, Inc. (RTI) (Nasdaq:RTIX) and Tutogen
Medical, Inc. (AMEX:TTG) today announced that with the proposed
merger of the two companies, they will ask RTI shareholders to
approve a new company name � RTI Biologics, Inc. The stock will
continue to trade on the Nasdaq Global Market under the symbol
RTIX. The newly combined and newly named company of RTI Biologics
will be positioned as a leader in biologics, a growing area in the
healthcare industry and a key strength for both companies. �Our new
company name is centered around �Biologics,� which can include a
wide array of biological solutions. These are areas that represent
strong growth and great promise in healthcare,� said Brian K.
Hutchison, RTI�s chairman, president and CEO. �We feel it is
important to begin this new endeavor with a fresh brand that better
represents the strengths of both RTI and Tutogen.� While the
company name will become RTI Biologics, the combined company will
continue to use and leverage the strengths of both the BioCleanse�
and Tutoplast� brand names, which are well-known throughout the
medical community as the standards for sterilization, safety and
quality of orthopedic and membrane tissues, respectively. A special
meeting of the stockholders of RTI, to consider and vote upon the
transactions contemplated by the proposed merger with Tutogen, has
been scheduled for Feb. 27, 2008 at 9:00 a.m. Eastern Time, at
RTI�s headquarters at 11620 Research Circle, Alachua, Fla. RTI
stockholders of record as of the close of business on Jan. 16, 2008
will be entitled to vote at the special meeting. A special meeting
of the stockholders of Tutogen, to consider and vote upon the
transactions contemplated by the proposed merger with RTI, has been
scheduled for Feb. 27, 2008 at 9:00 a.m. Eastern Time, at Tutogen�s
headquarters at 13709 Progress Blvd., Alachua, Fla. Tutogen
stockholders of record as of the close of business on Jan. 22, 2008
will be entitled to vote at the special meeting. The companies
announced on Nov. 13, 2007 a definitive agreement to combine the
two companies in a tax-free, stock-for-stock exchange. Under the
terms of the merger agreement, Tutogen shareholders will receive
1.22 shares of newly issued RTI common stock in exchange for each
share of Tutogen common stock they own. Upon completion of the
merger, RTI stockholders will own approximately 55 percent of the
combined company and Tutogen stockholders will own 45 percent of
the company, on a diluted basis. About Regeneration Technologies,
Inc. RTI processes allograft and xenograft tissue into shaped
implants for use in orthopedic and other surgeries with a
commitment to science, safety and innovation. RTI also holds the
patents on BioCleanse�, a proven tissue sterilization process
validated to eliminate viruses, bacteria, fungi and spores from
tissue without impacting the structural or biomechanical integrity
of the tissue. The company has distributed more than half a million
allograft implants sterilized with the BioCleanse process with zero
incidence of infection. RTI is accredited by the American
Association of Tissue Banks. About Tutogen Medical, Inc. Tutogen
Medical, Inc. manufactures sterile biological implant products made
from human (allograft) and animal (xenograft) tissue. Tutogen
utilizes its proprietary Tutoplast� Process of tissue preservation
and viral inactivation to manufacture and deliver sterile
bio-implants used in spinal/trauma, urology, dental, ophthalmology,
and general surgery procedures. Tutogen�s Tutoplast products are
sold and distributed worldwide by Zimmer Spine and Zimmer Dental
(subsidiaries of Zimmer Holdings, Inc.), Davol Inc. (a subsidiary
of C.R. Bard Inc.), the Mentor Corporation (Mentor), Coloplast
Corporation, IOP, Inc. and through independent distributors
internationally. For more information, visit Tutogen�s web site at
http://www.tutogen.com. Forward-Looking Statements This
communication contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such statements include but are not limited to statements about the
expected benefits of the business combination involving
Regeneration Technologies, Inc. and Tutogen Medical, Inc.,
including potential synergies and cost savings, future financial
and operating results, and the combined company's plans and
objectives. In addition, except for historical information, any
statements made in this communication about anticipated financial
results, growth rates, new product introductions, future
operational improvements and results, regulatory approvals or
changes to agreements with distributors also are forward-looking
statements. Forward-looking statements are subject to risks and
uncertainties, including the ability of Regeneration Technologies
and Tutogen to integrate their businesses successfully and to
realize the expected synergies and cost savings from the merger and
the risks described in public filings by Regeneration Technologies
and Tutogen on file with the Securities and Exchange Commission.
Actual results may differ materially from anticipated results
reflected in these forward-looking statements. Copies of
Regeneration Technologies' SEC filings may be obtained by
contacting Regeneration Technologies or the SEC or by visiting
Regeneration Technologies' Web site at www.rtix.com or the SEC's
Web site at www.sec.gov. Copies of Tutogen's SEC filings may be
obtained by contacting Tutogen or the SEC or by visiting Tutogen's
Web site at www.tutogen.com or the SEC's Web site at www.sec.gov.
The proposed merger will be submitted to the respective
stockholders of Regeneration Technologies and Tutogen for their
consideration, and Regeneration Technologies and Tutogen have filed
a registration statement, a joint proxy statement/prospectus and
other relevant documents concerning the proposed transaction with
the SEC. Shareholders are urged to read the registration statement
and the joint proxy statement/prospectus regarding the proposed
merger and any other relevant documents filed with the SEC, as well
as any amendments or supplements to those documents, because they
will contain important information. You can obtain a free copy of
the joint proxy statement/prospectus, as well as other filings
containing information about Regeneration Technologies and Tutogen,
at the SEC's Internet site (http://www.sec.gov). You will also be
able to obtain these documents, free of charge, at RTI�s website
(http://www.rtix.com) or Tutogen�s website
(http://www.tutogen.com). Copies of the joint proxy
statement/prospectus and the SEC filings that are incorporated by
reference in the joint proxy statement/prospectus can also be
obtained, without charge, by directing a request to Thomas F. Rose,
Vice President and CFO, Regeneration Technologies Inc., PO Box
2650, Alachua, FL 32616 or to L. Robert Johnston, Jr., CFO, Tutogen
Medical Inc., 13709 Progress Blvd., Box 19, Alachua, FL 32615.
Regeneration Technologies and Tutogen, and their respective
directors and executive officers, may be deemed to be participants
in the solicitation of proxies from the stockholders of
Regeneration Technologies and Tutogen in connection with the
proposed merger. Information about the directors and executive
officers of Regeneration Technologies and their ownership of
Regeneration Technologies common stock is set forth in the proxy
statement, dated March 30, 2007, for Regeneration Technologies�
annual meeting of stockholders, as filed with the SEC on a Schedule
14A. Information about the directors and executive officers of
Tutogen and their ownership of Tutogen common stock is set forth in
the proxy statement, dated Feb. 5, 2007, for Tutogen's annual
meeting of stockholders, as filed with the SEC on a Schedule 14A.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the merger may be obtained by reading the joint proxy
statement/prospectus regarding the proposed merger. You may obtain
free copies of these documents as described in the preceding
paragraph. This communication shall not constitute an offer to sell
or the solicitation of an offer to buy securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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