IsoTis Adjourns Special Meeting to October 29, 2007
October 26 2007 - 7:04PM
PR Newswire (US)
Less Than 40,000 Additional "FOR" Votes Required for Integra Merger
IRVINE, California, October 26 /PRNewswire-FirstCall/ -- 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 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 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
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 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. DATASOURCE: IsoTis
Inc 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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