IsoTis – Integra Merger

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Overig advies 19/09/2007 14:40
Leading proxy advisor recommends shareholders support merger
IRVINE, CA, USA, - September 19, 2007 – IsoTis, Inc. (NASDAQ: ISOT)
(“IsoTis”), an orthobiologics company, today announced that Institutional
Shareholder Services, ISS, a leading proxy advisor, recommends shareholders
support the merger of IsoTis and Integra LifeSciences Holdings Corporation
(NASDAQ: IART) (“Integra”).

For every M&A analysis, ISS reviews publicly available information and
evaluates the merits and drawbacks of the proposed transaction, balancing
various and sometimes countervailing factors including valuation, market
reaction, strategic rationale, negotiations and process, conflicts of
interest and governance. Regarding the IsoTis-Integra combination, ISS
cites the following factors in particular:

“In reaching its decision to enter into the merger, the IsoTis board
evaluated, among other things, the following factors:

(i) the merger consideration of $7.25 per share represents an
approximately 5.4 percent premium over the closing price of the company's
common stock on August 6, 2007, the last trading day prior to the
announcement of the transaction;
(ii) the lack of any other viable financing or strategic alternatives
available to the company that would be expected to enhance stockholder
value, despite the company's extensive efforts to pursue such
alternatives since the withdrawal of the company's initial public offering;
and
(iii) the risks of remaining independent, including management's assessment
that if the company remains independent, it likely will not be able to
obtain financing and will run out of cash to continue operations after
October 2007, requiring the company to consider seeking bankruptcy
protection.

The company has been operating on a net income and cash flow deficit and
expects this to continue for the foreseeable future. Despite its efforts,
the company has been unable to obtain a viable financing alternative and
believes it will run out of cash to operate the business in October 2007.
The company believes that if the merger is not consummated, the company may
be forced to declare bankruptcy that will result in a decrease in the value
of its common stock.”

The ISS report concludes, stating, “Based on our review of the terms of the
transaction and the factors described above, specifically the one-day
market premium and the company's financial condition, we believe that the
merger agreement warrants shareholder support.”

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. Stockholders are reminded that not voting on
the transaction effectively constitutes a vote against the merger. The
IsoTis board of directors recommends that IsoTis stockholders approve the
Agreement and Plan of Merger.




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