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IsoTis Files Definitive Proxy Statement
IRVINE, California, September 5 /PRNewswire/ --
- Special Stockholders Meeting to Approve Merger With Integra on
October 11, 2007
IsoTis, Inc. (NASDAQ: ISOT) ("IsoTis"), an orthobiologics
company, today announced the filing of a definitive proxy statement with the
U.S. Securities and Exchange Commission ("SEC") in connection with the
IsoTis-Integra LifeSciences Holdings Corporation (NASDAQ: IART) ("Integra")
combination. The proxy statement is available on the investor portion of the
company's corporate website, and was first mailed to stockholders on or about
September 5, 2007.
The Proxy Statement relates to a special meeting of
stockholders of IsoTis to be held on October 11, 2007 in Irvine, CA,, at
which IsoTis' stockholders will be asked to approve the acquisition of IsoTis
by Integra pursuant to an agreement and plan of merger dated as of August 6,
2007. If the acquisition is consummated, stockholders will be entitled to
receive $7.25 in cash, without interest, for each share of IsoTis common
stock that they own.
IsoTis will also distribute to its stockholders a separate
document that highlights certain important components of the proxy statement
and translates these components into Dutch, French and German. These
highlights and translations will be mailed to stockholders and are made
available on the investor portion of the company's corporate website.
In addition, in advance of the October 11, 2007 stockholder
meeting, IsoTis intends to hold information meetings for its European
stockholders on the following dates:
- September 25, 2007, 6 p.m., local time, at Hôtel
Alpha-Palmiers, located in Lausanne, Switzerland
- September 26, 2007, 6 p.m., local time, at Hotel Baur au
Lac, located in Zurich, Switzerland
- September 27, 2007, 6 p.m., local time, at World Trade
Center Schiphol Airport, located in Amsterdam, The Netherlands
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.
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.
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.






