14.01.2008 17:20:00
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Regeneration Technologies, Tutogen Medical Set Special Meeting of Stockholders to Vote on Proposed Merger
Regeneration Technologies, Inc. (RTI) (Nasdaq:RTIX) and Tutogen Medical,
Inc. (AMEX:TTG) today announced that special meetings of stockholders
have been set to vote on the proposed merger of the two companies.
A special meeting of the stockholders of RTI, to consider and vote upon
the transactions contemplated by the proposed merger with Tutogen, has
been scheduled for Feb. 27, 2008 at 9:00 a.m. Eastern Time, at RTI’s
headquarters at 11620 Research Circle, Alachua, Fla. RTI stockholders of
record as of the close of business on Jan. 16, 2008 will be entitled to
vote at the special meeting.
A special meeting of the stockholders of Tutogen, to consider and vote
upon the transactions contemplated by the proposed merger with RTI, has
been scheduled for Feb. 27, 2008 at 9:00 a.m. Eastern Time, at Tutogen’s
headquarters at 13709 Progress Blvd., Alachua, Fla. Tutogen stockholders
of record as of the close of business on Jan. 22, 2008 will be entitled
to vote at the special meeting.
The waiting period imposed by the Hart-Scott-Rodino Antitrust
Improvements Act applicable to the proposed merger of the two companies
expired on Jan. 7, 2008. The companies will plan to mail definitive
proxy materials in connection with the merger agreement to stockholders
on or about Jan. 25, 2008.
The companies announced on Nov. 13, 2007 a definitive agreement to
combine the two companies in a tax-free, stock-for-stock exchange. Under
the terms of the merger agreement, Tutogen shareholders will receive
1.22 shares of newly issued RTI common stock in exchange for each share
of Tutogen common stock they own. Upon completion of the merger, RTI
stockholders will own approximately 55 percent of the combined company
and Tutogen stockholders will own 45 percent of the company, on a
diluted basis.
The combined company will be the leading provider of sterile biologic
solutions for patients around the world, with a diverse mix of implants
and distributors. The merged company will benefit from cost synergies
and enhanced opportunities for revenue growth and increased
profitability.
Stockholders are encouraged to read each company’s
definitive proxy materials in their entirety as they provide, among
other things, a detailed discussion of the process that led to the
proposed merger and the reasons behind the boards of directors’
unanimous recommendation that stockholders vote FOR the approval of the
transactions contemplated by the proposed merger of RTI and Tutogen.
About Regeneration Technologies, Inc.
RTI processes allograft and xenograft tissue into shaped implants for
use in orthopedic and other surgeries with a commitment to science,
safety and innovation.
RTI also holds the patents on BioCleanse®, a
proven tissue sterilization process validated to eliminate viruses,
bacteria, fungi and spores from tissue without impacting the structural
or biomechanical integrity of the tissue. The company has distributed
more than half a million allograft implants sterilized with the
BioCleanse process with zero incidence of infection. RTI is accredited
by the American Association of Tissue Banks.
About Tutogen Medical, Inc.
Tutogen Medical, Inc. manufactures sterile biological implant products
made from human (allograft) and animal (xenograft) tissue. Tutogen
utilizes its proprietary Tutoplast® Process of
tissue preservation and viral inactivation to manufacture and deliver
sterile bio-implants used in spinal/trauma, urology, dental,
ophthalmology, and general surgery procedures. Tutogen’s
Tutoplast products are sold and distributed worldwide by Zimmer Spine
and Zimmer Dental (subsidiaries of Zimmer Holdings, Inc.), Davol Inc. (a
subsidiary of C.R. Bard Inc.), the Mentor Corporation (Mentor),
Coloplast Corporation, IOP, Inc. and through independent distributors
internationally. For more information, visit Tutogen’s
web site at http://www.tutogen.com.
Forward Looking Statements
This communication contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements include but are not limited to statements about the expected
benefits of the business combination involving Regeneration
Technologies, Inc. and Tutogen Medical, Inc., including potential
synergies and cost savings, future financial and operating results, and
the combined company's plans and objectives. In addition, except for
historical information, any statements made in this communication about
anticipated financial results, growth rates, new product introductions,
future operational improvements and results, regulatory approvals or
changes to agreements with distributors also are forward-looking
statements. Forward-looking statements are subject to risks and
uncertainties, including the ability of Regeneration Technologies and
Tutogen to integrate their businesses successfully and to realize the
expected synergies and cost savings from the merger and the risks
described in public filings by Regeneration Technologies and Tutogen on
file with the Securities and Exchange Commission. Actual results may
differ materially from anticipated results reflected in these
forward-looking statements. Copies of Regeneration Technologies' SEC
filings may be obtained by contacting Regeneration Technologies or the
SEC or by visiting Regeneration Technologies' Web site at www.rtix.com
or the SEC's Web site at www.sec.gov.
Copies of Tutogen's SEC filings may be obtained by contacting Tutogen or
the SEC or by visiting Tutogen's Web site at www.tutogen.com
or the SEC's Web site at www.sec.gov.
The proposed merger will be submitted to the respective
stockholders of Regeneration Technologies and Tutogen for their
consideration, and Regeneration Technologies and Tutogen have filed a
registration statement, a joint proxy statement/prospectus and other
relevant documents concerning the proposed transaction with the SEC. Shareholders are urged to read the registration statement and the
joint proxy statement/prospectus regarding the proposed merger and any
other relevant documents filed with the SEC, as well as any amendments
or supplements to those documents, because they will contain important
information. You can obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information
about Regeneration Technologies and Tutogen, at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge,
at RTI’s website (http://www.rtix.com)
or Tutogen’s website (http://www.tutogen.com). Copies of the joint proxy statement/prospectus and the SEC filings
that are incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing
a request to Thomas F. Rose, Vice President and CFO, Regeneration
Technologies Inc., PO Box 2650, Alachua, FL 32616 or to L. Robert
Johnston, Jr., CFO, Tutogen Medical Inc., 13709 Progress Blvd., Box 19,
Alachua, FL 32615. Regeneration Technologies and Tutogen, and their respective
directors and executive officers, may be deemed to be participants in
the solicitation of proxies from the stockholders of Regeneration
Technologies and Tutogen in connection with the proposed merger. Information
about the directors and executive officers of Regeneration Technologies
and their ownership of Regeneration Technologies common stock is set
forth in the proxy statement, dated March 30, 2007, for Regeneration
Technologies’ annual meeting of stockholders,
as filed with the SEC on a Schedule 14A. Information about
the directors and executive officers of Tutogen and their ownership of
Tutogen common stock is set forth in the proxy statement, dated Feb. 5,
2007, for Tutogen's annual meeting of stockholders, as filed with the
SEC on a Schedule 14A. Additional information regarding
the interests of those participants and other persons who may be deemed
participants in the merger may be obtained by reading the joint proxy
statement/prospectus regarding the proposed merger. You
may obtain free copies of these documents as described in the preceding
paragraph. 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 any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
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