IsoTis geeft aandelen uit in verband met GenSci-transactie
Prospectus vanaf morgen beschikbaar
Irvine / Lausanne / Bilthoven, 23 oktober, 2003 IsoTis (ISON: SWX/Euronext) publiceert op 24 oktober het prospectus (gedateerd 20 oktober, 2003) in verband met de uitgifte van 27.521.930 nieuwe aandelen IsoTis. In ruil voor deze aandelen neemt IsoTis de aandelen in GenSci OrthoBiologics en zekere andere activa over van GenSci Regeneration Sciences Inc. in het kader van de fusie van IsoTis met GenSci OrthoBiologics.
Het prospectus bevat de details van de aandelenuitgifte en de notering van de aandelen aan Euronext Amsterdam en Swiss Exchange. Vanwege de internationale regelgeving is het prospectus uitsluitend beschikbaar in Nederland en Zwitserland. Echter, om alle relevante informatie tegelijkertijd ter beschikking te stellen aan alle betrokken partijen, is pagina 11 van het prospectus bij dit bericht gevoegd met de opsomming van de "Recent developments" (d.w.z. ontwikkelingen die zich hebben voorgedaan tussen 1 september, de publicatiedatum van het Information Circular over de fusie, en 20 oktober). Bovendien is een, eveneens Engelstalige, bijlage bijgevoegd met een uitleg voor GenSci aandeelhouders over de aandelenruil.
Voorts is de IsoTis organisatie gestroomlijnd na het bereiken van overeenstemming met Douglass Watson (GenSci's president en ceo), nadat deze recent te kennen had gegeven de onderneming te willen verlaten om zich persoonlijk en professioneel te heroriënteren. De Raden van Bestuur van GenSci en IsoTis, het senior management, en alle collega's wensen hem veel succes in zijn nieuwe activiteiten. Frederick Matthews, vice president Sales en Marketing, zal leiding geven aan de commerciële organisatie van IsoTis in de NAFTA landen. Jacques Essinger, ceo van IsoTis, zal leiding geven aan de Amerikaanse dochteronderneming als president en ceo. Daarnaast zal Pieter Wolters, cfo van IsoTis en momenteel werkzaam vanuit Bilthoven, zich vestigen in Irvine, Californië, om IsoTis steviger te positioneren in de Noord-Amerikaanse financiële markten en de consolidatie voor te bereiden van de verschillende beursnoteringen van IsoTis.
Het prospectus is beschikbaar bij IsoTis, Prof. Bronkhorstlaan 10 D, 3723 MB Bilthoven (tel 030-2295229, fax 030-2280255) alsmede bij ABN AMRO Bank N.V., Equity Capital Markets HQ 7006, Gustav Mahlerlaan 10, 1082 PP te Amsterdam (tel 020-3836707, fax 020-6280004) en op www.euronext.com.
Voor informatie
Hans Herklots
Media & investor relations
Tel: 030 229 5271
E-mail: investor.relations@isotis.com
(Certain statements in this Press Release 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 S.A. and GenSci 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/GenSci. Actual results
could differ materially from current expectations due to a number of risk factors and uncertainties, including but not limited to the timely commencement and success of
IsoTis' and GenSci's clinical trials and research endeavors, delays in receiving U.S. FDA or other regulatory approvals (a.o. EMEA, CE), market acceptance of the combined
Company's' products, development of competing therapies and/or technologies, the terms of any future strategic alliances, the need for additional capital, the inability to obtain, or meet
conditions imposed for the required governmental and regulatory approvals and consents, the risk that IsoTis and GenSci will not consummate the transaction, or that implementing the
merger may not provide all or any of the benefits projected as it will place significant demands on our management. For a more detailed description of the risk factors and uncertainties
affecting IsoTis, refer to the Joint Information Circular and to IsoTis' reports filed from time to time with the Swiss Stock Exchange, and Euronext Amsterdam N.V. For a more detailed
description of the risk factors and uncertainties affecting GenSci, refer to the Joint Information Circular and to GenSci's reports filed from time to time with the Canadian securities regulators,
available at www.sedar.com. IsoTis and GenSci are not obligated to update or revise any forward-looking statements, whether as a result of new information or otherwise.
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.)
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RECENT DEVELOPMENTS (since September 1, 2003)
On September 23, 2003, IsoTis SA initiated a plan to restructure the Company's
operations to focus on orthobiology and apply a strict `medical devices' product
development approach and no longer pursue cell-based product development.
Implementation of this restructuring plan is expected to result in the Company
recognizing a restructuring charge of approximately 3 0.5 million in the second half
of 2003 relating to the termination of 19 Netherlands based employees. As part of the
restructuring, IsoTis is currently evaluating its options regarding certain fixed assets
related to cell based product development. The Company expects to complete its
evaluation during the fourth quarter of 2003.
On September 29, 2003, IsoTis was informed by one of its creditors that a 3 0.7 million
installment payment due September 30, 2003 could not be paid because of liquidity
problems. On October 17, 2003, IsoTis reached agreement with the creditor that full
payment of the amount outstanding will take place no later than November 30, 2003.
Specific guarantees to this effect have been given.
On October 9, 2003, a meeting with IsoTis was requested by the Dutch Tax Authorities to
discuss a draft report with regard to the valuation of employee stock options granted in
March 2000. The meeting has not been held at this point. Based on the draft report
received by IsoTis, the Dutch Tax Authorities argue that the exercise price should have
been at or closer to its initial public offering price in October 2000. In such case, IsoTis
could be charged with a wage tax withholding tax claim of up to 3 1.8 million (excluding
interest/penalties). IsoTis believes it can support the fair value of the stock options
granted and will contest, in litigation if this cannot be avoided, such tax claim.
Accordingly, no amounts have been provided by IsoTis at this time relating to this claim.
After negotiations since early 2003, IsoTis has entered into an R&D agreement with
Twente University (`Twente') in the first half of October, 2003, whereby IsoTis will
permanently transfer 14 research employees to Twente. The research group will focus on
biomaterial research and the biology of musculo-skeletal tissues. With its establishment,
the group will immediately become one of the leading forces in the field. IsoTis has
committed 3 4 million to Twente for ongoing costs and research performed by the group
until December 31, 2006. In addition, IsoTis has agreed to provide the temporary use of
certain assets. In exchange, IsoTis will own or have access to programs or products the
new group develops, thereby securing the long term inflow of cutting-edge programs into
its development pipeline.
Annex II - Notice to GenSci Shareholders:
As you may be aware, at the extraordinary general meeting of the Company's shareholders held September 30,
2003, the proposed arrangement between GenSci and IsoTis S.A. was approved. The transaction is scheduled to
be completed on October 27, 2003.
Under the arrangement, IsoTis will issue to GenSci a total of 27,521,930 IsoTis shares in exchange for certain of
GenSci's assets, including all of the shares of GenSci's wholly-owned subsidiary, GenSci Orthobiologics. From the
shares that are issued to it, GenSci will hold back that number of IsoTis shares that will be required to pay certain
costs plus the tax liability associated with the plan of arrangement (resulting from a possible tax gain on the sale of
GenSci OrthoBiologics or possible Canadian withholding tax on distributions to non-Canadian shareholders). The
balance of the IsoTis shares will be available for distribution to GenSci shareholders.
Everyone who holds GenSci Regeneration Sciences Inc. shares on the completion date will be entitled to
participate in the distribution of the IsoTis shares. Following the completion of the transaction, GenSci (the Parent
Company) will not be holding any significant assets but for the IsoTis shares. In accordance with the terms of the
plan of arrangement, it will immediately change its name to SMC Ventures Inc. and will distribute the IsoTis shares
to its shareholders. Accordingly, each GenSci shareholder will be entitled to receive, for each share of GenSci that
they hold:
1. their pro-rata portion of the balance of the IsoTis shares; and
2. 0.1 of a newly issued share of SMC Ventures Inc., which will seek a listing of its shares on NEX. NEX is a
separate board of the TSX Venture Exchange for issuers previously listed on the TSX or the TSX Venture
Exchange and which are seeking opportunities to refinance and reactivate, but which no longer meet the
ongoing listing standards of those exchanges.
On completion of the transaction, SMC Ventures will deliver a Notice of Transmittal to each of its registered shareholders. The Notice will instruct the registered holders (shareholders who hold physical stock certificates in their possession) to deliver their GenSci share certificates to Pacific Corporate Trust Company, the Company's transfer agent, so that they can be exchanged for shares of IsoTis and SMC Ventures. Shares of IsoTis are not certificated. Instead, IsoTis shares are issued and distributed electronically, and share certificates representing IsoTis shares will not be issued. Accordingly, each registered shareholder will need to provide Pacific Corporate Trust with details for a brokerage account where the IsoTis shares are to be deposited.
Individuals who hold shares through a broker or other intermediary will not need to take any further steps; the
transaction will be completed directly by those firms. Registered shareholders will receive a Notice of Transmittal
with instructions for completing the transfer.
The new IsoTis shares are expected to be admitted to listing and trading on the Main Board of the SWX and the
Official Market Segment of Euronext, on October 31, 2003 or as soon as possible thereafter, barring unforeseen
circumstances. IsoTis has received conditional approval to list the IsoTis Shares on the Toronto Stock Exchange
(`TSX'). The listing is subject to IsoTis meeting TSX requirements, including the filing of documentation on or as
soon as possible after the Effective Date. The listing on TSX will occur as soon as practicable thereafter.
Contact Information:
Yasmin Juma, Account Supervisor
Pacific Corporate Trust Company
T: 604-691-7361 F: 604-689-8144 E: yjuma@pctc.com I: www.pctc.com
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