Isotis Inc (Other)
September 19 2007 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
ISOTIS, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing party:
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(4)
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Date Filed:
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Filed by IsoTis, Inc. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: IsoTis, Inc.
Commission File No.: 001-33272
This filing relates to the proposed acquisition of IsoTis, Inc. (“IsoTis”) by Integra
LifeSciences Holdings Corporation (“Integra”) pursuant to the terms of an Agreement and Plan of
Merger, dated as of August 6, 2007, among Integra, Ice Mergercorp, Inc. and IsoTis. The Agreement
and Plan of Merger is on file with the Securities and Exchange Commission as an exhibit to the
Current Report on Form 8-K filed by IsoTis on August 7, 2007 and is incorporated by reference into
this filing.
On September 19, 2007, IsoTis issued the following press release:
IsoTis — Integra Merger
Leading proxy advisor recommends shareholders support merger
IRVINE, CA, USA, — September 19, 2007 — IsoTis, Inc. (NASDAQ: ISOT) (“IsoTis”), an
orthobiologics company, today announced that Institutional Shareholder Services, ISS, a leading
proxy advisor, recommends shareholders support the merger of IsoTis and Integra LifeSciences
Holdings Corporation (NASDAQ: IART) (“Integra”).
For every M&A analysis, ISS reviews publicly available information and evaluates the merits and
drawbacks of the proposed transaction, balancing various and sometimes countervailing factors
including valuation, market reaction, strategic rationale, negotiations and process, conflicts of
interest and governance. Regarding the IsoTis-Integra combination, ISS cites the following factors
in particular:
“In reaching its decision to enter into the merger, the IsoTis board evaluated, among other things,
the following factors:
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(i)
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the merger consideration of $7.25 per share represents an approximately 5.4 percent
premium over the closing price of the company’s common stock on August 6, 2007, the last
trading day prior to the announcement of the transaction;
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(ii)
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the lack of any other viable financing or strategic alternatives available to the
company that would be expected to enhance stockholder value, despite the company’s
extensive efforts to pursue such alternatives since the withdrawal of the company’s initial
public offering; and
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(iii)
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the risks of remaining independent, including management’s assessment that if the
company remains independent, it likely will not be able to obtain financing and will run
out of cash to continue operations after October 2007, requiring the company to consider
seeking bankruptcy protection.
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The company has been operating on a net income and cash flow deficit and expects this to continue
for the foreseeable future. Despite its efforts, the company has been unable to obtain a viable
financing alternative and believes it will run out of cash to operate the business in October 2007.
The company believes that if the merger is not consummated, the company may be forced to declare
bankruptcy that will result in a decrease in the value of its common stock.”
The ISS report concludes, stating, “Based on our review of the terms of the transaction and the
factors described above, specifically the one-day market premium and the company’s financial
condition, we believe that the merger agreement warrants shareholder support.”
In advance of the October 11, 2007 stockholder meeting, IsoTis intends to hold information meetings
for its European stockholders on the following dates:
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September 25, 2007, 6 p.m., local time, at Hôtel Alpha-Palmiers, located in Lausanne,
Switzerland
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September 26, 2007, 6 p.m., local time, at Hotel Baur au Lac, located in Zurich,
Switzerland
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September 27, 2007, 6 p.m., local time, at World Trade Center Schiphol Airport, located
in Amsterdam, The Netherlands
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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, California.
Stockholders are reminded that not voting on the transaction effectively constitutes a vote against
the merger. The IsoTis board of directors recommends that IsoTis stockholders approve the Agreement
and Plan of Merger.
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.
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For information contact:
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Rob Morocco, CFO
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Hans Herklots, Director IR
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+1 (949) 855-7155
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+1 (949) 855-7195 or +41 (21) 620-6011
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robert.morocco@isotis.com
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hans.herklots@isotis.com
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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, 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 statement.
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