Conformis, Inc. (NASDAQ:CFMS), a leading medical technology company
featuring personalized knee and hip replacement products, announced
today that leading independent proxy advisory firms, Institutional
Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC
(“Glass Lewis”), have each recommended that Conformis stockholders
vote “
FOR” the pending merger transaction with
restor3d.
As previously announced, under the terms of the definitive
merger agreement, restor3d will acquire all outstanding shares of
common stock of Conformis for $2.27 per share in an all cash
transaction. Conformis is pleased that ISS and Glass Lewis share
its belief that the proposed merger with restor3d is in the best
interests of all Conformis stockholders.
Special Meeting The Conformis Board of
Directors has unanimously recommended that stockholders vote
“FOR” the proposal to approve the pending merger
with restor3d in advance of the special meeting, which will be held
virtually on August 31, 2023 at 12:00 PM, Eastern Time.
The Company encourages stockholders to submit their proxy as
soon as possible, whether over the Internet, by telephone or by
mail. To be valid, your vote must be received by 11:59 p.m.
(Eastern Time) on August 30, 2023, the day
preceding the special meeting of stockholders.
Further details on how to vote and the requirements with respect
to attending the meeting virtually are contained in the definitive
proxy statement on Schedule 14A filed with the Securities Exchange
Commission (the “SEC”) and mailed to stockholders of record on July
14, 2023.
Any stockholder with questions about the special meeting or in
need of assistance in voting their shares should contact the
Company’s proxy solicitor:
Mackenzie Partners1407
Broadway, 27th FloorNew York, New York
10018Email: proxy@mackenziepartners.comCall
Collect: (212) 929-5500Toll-Free: (800)
322-2885
About restor3d, Inc. Based in Durham, North
Carolina, restor3d is a leading medical device company focused on
enabling surgeons to improve the reconstruction and repair of the
human body through 3D printed orthopedic medical devices with
enhanced anatomical fit and superior integrative properties.
restor3d seeks to improve medical device solutions by leveraging
expertise in 3D printing of advanced biomedical materials,
biomechanics modeling, and AI based planning and design tools.
About Conformis, Inc.Conformis is a medical
technology company focused on advancing orthopedic patient care and
creating a world without joint pain. Its product portfolio is
designed to maximize surgeon and patient choice by offering fully
personalized solutions through its Image-to-Implant® Platinum
Services℠ Program as well as data-informed, standardized solutions
that combine many benefits of personalization with the convenience
and flexibility of an off-the-shelf system. Conformis’ sterile,
just-in-time, Surgery-in-a-Box™ delivery system is available with
all of its implants and personalized, single-use instruments.
Conformis owns or exclusively in-licenses issued patents and
pending patent applications that cover personalized implants and
patient-specific instrumentation for all major joints.
For more information, visit www.conformis.com. To receive future
releases in e-mail alerts, sign up at ir.conformis.com.
Additional Information and Where to Find ItIn
connection with the proposed merger transaction with restor3d,
Conformis filed a Definitive Proxy Statement with the SEC on July
24, 2023. The Definitive Proxy Statement and proxy card were first
mailed to Conformis stockholders on July 24, 2023 in advance of the
special meeting relating to the proposed merger, which is scheduled
to occur on August 31, 2023. BEFORE MAKING ANY VOTING DECISION,
CONFORMIS STOCKHOLDERS ARE URGED TO READ IN THEIR ENTIRETY THE
DEFINITIVE PROXY STATEMENTS (INCLUDING ANY FUTURE AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the
Definitive Proxy Statement, definitive additional materials and
such other documents containing important information about the
proposed merger transaction at the SEC’s web site at www.sec.gov,
and on Conformis’s website at www.conformis.com and clicking on the
“Investors” link and then clicking on the "SEC Filings" link. The
contents of the websites referenced above are not deemed to be
incorporated by reference into the Definitive Proxy Statement. In
addition, the Definitive Proxy Statement and other documents may be
obtained free of charge by directing a request to Conformis, Inc.,
Investor Relations, 600 Technology Park Drive, Billerica, MA,
telephone: (781) 374-5598.
Participants in the SolicitationConformis and
its directors and executive officers may be deemed participants in
the solicitation of proxies from the stockholders of Conformis in
connection with the proposed transaction. Information regarding
Conformis’s directors and executive officers is included in the
Definitive Proxy Statement referred to above. Security holders may
also obtain information regarding Conformis’ directors and
executive officers in Conformis’s definitive proxy statement for
its 2023 annual meeting of stockholders (filed with the SEC on
March 24, 2023), and in subsequent filings on Form 8-K. To the
extent that holdings of Conformis securities have changed since the
amounts printed in the Definitive Proxy Statement, such changes
have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. These documents are available free of
charge at the SEC’s web site at www.sec.gov and from Conformis as
described above. The contents of the websites referenced above are
not deemed to be incorporated by reference into the Definitive
Proxy Statement
Cautionary Statement Regarding Forward-Looking
StatementsStatements in this press release about our
future expectations, plans and prospects, the anticipated timing of
our product launches, and our financial position and results, total
revenue, product revenue, gross margin, operations and growth, as
well as other statements containing the words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "potential," "predict," "project,"
"should," "target," "will," or "would" or the negative of these
terms or other and similar expressions are intended to identify
forward-looking statements within the meaning of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995,
although not all forward-looking statements contain these
identifying words. We may not actually achieve the plans,
intentions or expectations disclosed in our forward-looking
statements, and you should not place undue reliance on our
forward-looking statements. Actual results or events could differ
materially from the plans, intentions and expectations disclosed in
the forward-looking statements we make as a result of a variety of
risks and uncertainties. Such risks and uncertainties include, but
are not limited to, (i) the risk that the proposed transaction may
not be completed in a timely manner or at all, which may adversely
affect the business and the price of Conformis’s common stock, (ii)
the failure to satisfy any of the conditions to the consummation of
the proposed transaction, including the receipt of Conformis
stockholder approval, (iii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement, (iv) the outcome of any legal proceedings that
have been or may be instituted against Conformis or restor3D
related to the proposed transaction, (v) and the other risks and
uncertainties described in the "Risk Factors" sections of
Conformis’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022 and its Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2023 and June 30, 2023, and other
public filings with the U.S. Securities and Exchange Commission. In
addition, the forward-looking statements included in this press
release represent our views as of the date hereof. We anticipate
that subsequent events and developments may cause our views to
change. However, while we may elect to update these forward-looking
statements at some point in the future, we specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing our views as of any date
subsequent to the date hereof.
CONTACT FOR CONFORMIS INVESTORS:Investor
Relationsir@conformis.com(781) 374-5598
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