Isotis Inc - Additional Proxy Soliciting Materials (definitive)
October 26 2007 - 2:58PM
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
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ISOTIS, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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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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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-6(b)
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 October 26, 2007, IsoTis issued the following press release:
IsoTis Reports Status of Merger Vote
Less than 100,000 Additional FOR Votes Required for Integra Merger
IRVINE, CA, USA, October 26, 2007 IsoTis, Inc. (NASDAQ: ISOT) (IsoTis), an
orthobiologics company, today reported that less than 100,000 votes FOR are needed 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.
Todays special meeting of stockholders will remain open throughout the day to allow for additional
votes to be cast. If insufficient votes are cast in favor of the Integra merger at todays
meeting, IsoTis will adjourn the meeting to October 30, 2007.
Of the approximately 3.7 million shares present in person or by proxy at todays meeting,
approximately 3.5 million shares voted for the merger with Integra, representing approximately
94.4% of the votes cast to date and approximately 49.0% of all outstanding shares at the record
date.
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 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
+1 (949) 855-7155
robert.morocco@isotis.com
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Hans Herklots, Director IR
+1 (949) 855-7195 or +41 (21) 620-6011
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, including those that refer to
managements 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
and again adjourned to October 26, 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 SECs website at www.sec.gov, at IsoTis website at 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 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.
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