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IsoTis Reports Interim Results of Vote for Integra Merger
Irvine, California (ots/PRNewswire) -
- 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.
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.
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.
ots Originaltext: Isotis Inc
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