IsoTis Reports Interim Results of Vote for Integra Merger
16 October 2007 - 4:57PM
PR Newswire (US)
IRVINE, California, October 16 /PRNewswire-FirstCall/ -- -
Conference Calls to Answer Questions About Stockholder Meeting
October 23 IsoTis, Inc. (NASDAQ:ISOT) ("IsoTis"), an orthobiologics
company, today announced the interim tabulation results of the
special stockholders meeting held on October 11, 2007 and adjourned
to October 23, 2007. Prior to October 11, 2007, approximately
2,555,000 shares, 36 percent of the shares entitled to vote, voted
for the merger with Integra LifeSciences Holdings Corporation
(NASDAQ:IART) ("Integra") pursuant to an agreement and plan of
merger dated as of August 6, 2007. The votes "for" the merger
represented 93% percent of the total number of approximately
2,753,000 votes cast prior to October 11, 2007. As announced on
October 12, 2007, the number of shares represented at the meeting
was insufficient to establish the quorum of 3,549,615 shares
necessary to approve the proposed merger. The special stockholders
meeting has been adjourned to October 23, 2007 at 7.30 a.m. Pacific
time. It will be held at the offices of Latham & Watkins LLP,
650 Town Center Drive, Suite 2000, Costa Mesa CA. The vast majority
of IsoTis' stockholder base resides outside the United States of
America and includes thousands of Swiss and Dutch private
individuals. Based on the results now available, 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. It will also allow their Swiss and Dutch banks and
brokers to be more effective informing these stockholders about the
transaction, and to take and pass on their votes to the US
custodian banks. Approximately 999,000 additional shares voting in
favor of the proposed transaction are necessary to approve the
Integra acquisition. IsoTis also announced that it will host two
conference calls on October 17, where investors can ask questions
about the special stockholders meeting in German, French, Dutch or
English: Conference call details Date: October 17, 2007 German /
French / English operator Time: 16:30-17:30 CET Dial In:
00-41-(0)91-610-5609 Dutch / English operator Time: 17:30-18:30 CET
Dial In: 00-800-4546-4748 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 stockholders. If
IsoTis is unable to obtain the vote necessary to approve the
proposed transaction, the company believes it will have to seek
bankruptcy protection. About IsoTis 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
orthobiologics. Forward-Looking Statements 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. DATASOURCE: IsoTis
Inc CONTACT: For information contact: Rob Morocco, CFO,
+1-949-855-7155, ; Hans Herklots, Director IR, +1-949-855-7195 or
+41-21-620-6011,
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