Isotis Inc (Other) (DEFA14A)
26 9월 2007 - 7:01PM
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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(3)
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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-12
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.
Beginning on September 25, 2007, IsoTis presented the following slides at stockholder information
meetings held in Switzerland and the Netherlands:
TABLE OF CONTENTS
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Proposed Acquisition by Integra LifeSciences
Shareholder Information meetings
Lausanne/Zurich/Amsterdam - September 25-27, 2007
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Forward Looking Statements
Certain statements in and during this presentation are "forward-looking statements", including those that refer to management's plans and expectations
for future operations, prospects and financial condition. One can identify these forward-looking statements by use of words such as "strategy," "expects,"
"plans," "anticipates," "believes," "will," "continues," "estimates," "intends," "projects," "goals," "targets" and other words of similar meaning. 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 of the
management of IsoTis, Inc. only. 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 due to a number
of risk factors and uncertainties, including but not limited to a competitive sales and marketing environment, the timely commencement and success of
IsoTis' clinical trials and research endeavors, delays in receiving U.S. Food and Drug Administration or other regulatory approvals (e.g. EMEA, CE),
market acceptance of IsoTis' products, effectiveness of IsoTis' distribution channels, development of competing therapies and/or technologies, the terms
of any future strategic alliances, the need for additional capital, and the inability to obtain, or meet, conditions imposed for required governmental and
regulatory approvals and consents. For a more detailed description of the risk factors and uncertainties affecting IsoTis, refer to the annual report on form
20-F for IsoTis S.A. for the year ended December 31, 2006 and other reports that it and IsoTis, Inc. file from time to time with the SEC. This
communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
A special stockholder meeting will be held on October 11, 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 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 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 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.
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Agenda
Why Vote "FOR" Integra Acquisition?
Background and Reasons
Voting - Stockholders Meeting October 11
Questions and Answers
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$ 7.25 Per Share
Near Term Cash (Closing Expected October 2007)
Unanimous Support of IsoTis Board
Only Viable Option after 2007 FDA and Financing Challenges
Your Vote Is Important! (50% + 1 share)
US Proxy System - Relevance for European Retail Shareholders
Why Vote "FOR" Integra?
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2007
1996
IsoTis S.A.
Dental Assets
To
Keystone Dental
Consolidate
Listings
Exchange Offer
IsoTis Inc.
Exchange Listings
Swiss Exchange
Euronext
Swiss Exchange
Euronext
Toronto Exchange
Swiss Exchange
Euronext
Toronto Exchange
NASDAQ
NASDAQ
GenSci
Orthobiologics
Acquisition
2003
Modex
Therapeutiques
S.A.
Merger
2002
Sale
2006
NASDAQ Listing
2007
2007
Swiss Exchange
Background
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Background
($mm)
2004 2005 2006
Accell 10175 14797 20030
First Gen 14959 16996 19898
40%
46%
50%
60%
54%
50%
Total Sales: Accell Driver of Growth
26% CAGR
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Background 2004-2006
Accell Gaining Market Share - Unique Product
Consolidated Ops in US - Predictable
Operating Costs
Significant Growth Opportunity
Sales & Marketing
Clinical Trials
Ready for Next Step - Raise NASDAQ Capital
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Recent Events
Aug '07
Jan '07
Feb 7
FDA letter
Accell Family
classification
Jan 26+29
NASDAQ (90%)
File S-1 to
raise $30-40m
IsoTis Inc.
FINANCING
FDA
STRATEGIC
Feb 13
Pull S-1
Mar 16
Start
Private
Placement
May 29
Merrill
Bridge Loan
Mar 28
FDA Meeting
>May 7
Approached
15 potential buyers
Aug 6 + 7
Sign and PR
Integra + IsoTis
May 21
First verbal
Offer Integra
(rejected)
>June 11
Exclusive
Negotiations
Integra
No serious
Leads
Private
Placement
NET FREE
CASH
JAN 1
$10M
APR 1
$4M
JUL 1
$ (0.8) M
SEP 1
$( 1.5) M
Apr 27
FDA Letter
May-July
Numerous
Communications
With FDA
Aug 20
FDA Clearance
Accell Family
No serious
Leads
Private
Placement
Jul 23
All shares
NASDAQ listed
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Integra Highlights
Market cap ~$1.3B (NASDAQ)
Sales ~$0.5B
~2,000 employees
~30 acquisitions in 10 years
Genuine interest to expand in orthobiologics
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Consequences of Merger
For Shareholders:
$7.25 cash/share
For Customers:
Accell available
For Personnel:
IsoTis continues as subsidiary of Integra
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Special Stockholders Meeting
October 11, 2007
Proposals (Proxy Statement Sept 5):
Vote for merger with Integra
Adjourn meeting if insufficient votes
Required majority:
50% + 1 share of outstanding shares
50% + 1 of shares represented at the meeting
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Proxy Solicitation
Proxy mailed Sept 5
Shareholders in NL, CH, US + Canada,
>80% retail
Georgeson coordinates global proxy
solicitation
NL/CH brokers cooperative
NL coordinated by ABN AMRO
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How to vote
CH:
Send proxy card to CH broker before October 8
If you have not received a proxy card, call broker
Call Georgeson for assistance if no progress
NL:
Register with your NL broker
Vote online with ABN AMRO
Or send "voting instruction form" to your broker
Call ABN AMRO or Georgeson for assistance if no
progress
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Please vote
YOUR VOTE IS IMPORTANT
Not voting increases risk of
No merger
Bankruptcy of IsoTis
No payout of cash to shareholders
For you and for all other shareholders
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Reasons to vote "FOR" Merger
Unanimous Board Recommendation
Positive Recommendation by leading
independent proxy advisor Institutional
Shareholders Services
? Vote "FOR" the merger
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Q&A
Questions on Background, Reasons
and Consequences
Questions on Meeting and Voting
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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.
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