UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2007
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-26224 51-0317849
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
311 Enterprise Drive
Plainsboro, NJ 08536
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 275-0500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF ISOTIS, INC.
As previously announced, on August 6, 2007, Integra LifeSciences Holdings
Corporation, a Delaware corporation (the "Company"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") by and among the Company, Ice
MergerCorp, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("Merger Sub"), and IsoTis, Inc., a Delaware corporation ("IsoTis"), as
described in the Current Report on Form 8-K filed by the Company on August 7,
2007. Pursuant to the Merger Agreement, on October 29, 2007, Merger Sub was
merged with and into IsoTis (the "Merger"). In the Merger, the Company paid
consideration of $7.25 in cash per share of IsoTis common stock, representing
total consideration of approximately $51 million.
IsoTis, based in Irvine, California, is an orthobiologics company that develops,
manufactures and markets proprietary products for the treatment of
musculoskeletal diseases and disorders. The description of the terms of the
Merger Agreement is qualified in its entirety by reference to the copy of the
Merger Agreement as attached as Exhibit 10.1 to the Current Report on Form 8-K
filed by the Company on August 7, 2007.
A copy of the press release issued by the Company announcing the closing of the
Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description of Exhibit
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99.1 Press release issued October 29, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: October 30, 2007 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
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99.1 Press release issued October 29, 2007
News Release
Contact:
Integra LifeSciences Holdings Corporation
John B. Henneman III John Bostjancic
Executive Vice President, Vice President, Corporate Development
Chief Administrative Officer, and Investor Relations
and Acting Chief Financial Officer (609) 936-2239
(609) 936-2481 jbostjancic@Integra-LS.com
jhenneman@Integra-LS.com
Integra LifeSciences Acquires IsoTis Creating a Global Leader in
Orthobiologics
PLAINSBORO, New Jersey, October 29, 2007, -- Integra LifeSciences Holdings
Corporation (Nasdaq:IART) announced today it has acquired the shares of IsoTis,
Inc. for $7.25 in cash per share of IsoTis common stock, representing total
consideration of approximately $51 million. All of IsoTis' outstanding $12.6
million in debt was repaid at closing.
"The Integra-IsoTis combination further establishes Integra's leadership in
regenerative technologies," said Stuart Essig, Integra's Chief Executive
Officer. "The combined company offers some of the most advanced technologies to
address surgeons' needs. Integra expects to realize the benefits of our
best-in-class products and technologies in both our top line growth and earnings
per share over the long term."
Integra is now one of the largest companies in the world focused on advanced
technology in orthobiologics and has a product portfolio encompassing some of
the largest and most trusted orthobiologic brands, such as INTEGRA(R) Dermal
Regeneration Template, DuraGen(R) Dural Graft Matrix, Integra Mozaik(TM)
Osteoconductive Scaffold, NeuraGen(R) Nerve Guide and the Accell family of
demineralized bone matrix products, DynaGraft(R)II and OrthoBlast(R) II. The
combined company has operations in North America and Europe with more than 2,000
employees, including approximately 300 sales and service professionals and over
500 employees in Europe.
Benefits of the Combination
Comprehensive orthobiologic product portfolio using best-in-class technology.
Both Integra's and IsoTis' products are recognized as best-in-class. The
combined company is uniquely positioned to offer a comprehensive orthobiologic
product portfolio.
Extensive channel coverage. The merged company has one of the largest sales and
service organizations focused on orthobiologics in the United States. Integra
intends to integrate both IsoTis' domestic network of independent distributor
agents and its global network of independent orthopedics distributors into
Integra's own sales efforts and leverage this expanded distribution. "We are
excited about the strong sales network that Integra now has for its
orthobiologics portfolio. The distribution of IsoTis' products through the
existing network of dealers is critical to the long-term strategy and success of
sales of Integra OrthoBiologics," said Brian Larkin, President of Integra
NeuroSciences.
Cross-selling opportunities. By leveraging the combined company's product
offering and broader channel coverage, Integra expects to drive cross-selling
opportunities across the organization, increasing penetration of key customer
segments such as neurosurgery, spine, extremity, trauma and reconstructive
surgery. These initiatives are expected to enhance revenue growth over the long
term.
Expanded international presence. The merged company expects to benefit from a
broader global platform with direct selling organizations in North America and
Europe. Today, approximately 25 percent of combined revenues are generated
internationally. The company expects to increase growth in international
revenues by capitalizing on the increased scope and scale created by this
combination, which will include an international direct sales and service team
of over 75 associates and 200 distribution partners selling in over 100
countries.
Cost savings. Excluding transaction related costs and charges, the combined
organization is expected to generate recurring cost savings from enhanced
efficiency in manufacturing, purchasing, administrative, research and sales and
marketing efforts.
Integra Guidance for 2008
"While the transaction will be dilutive to reported earnings for several
quarters as we restructure the business," said Stuart M. Essig, Integra's
President and Chief Executive Officer, "we expect substantial savings to come
from the reduction of public company costs, duplicative board and executive
management costs, redundant insurance costs, and reduced advisory, legal and
accounting fees. Additionally, by the end of 2008, Integra expects to complete
the integration of IsoTis' marketing, product development, administrative and
logistics functions into Integra's existing infrastructure and generate
additional cost savings."
Integra expects to provide more detailed guidance regarding the financial
aspects of the transaction, including the impact of purchase accounting, and its
expected impact on Integra's future financial results on its third quarter
earnings conference call scheduled for November 9, 2007.
Advisors
Thomas Weisel Partners LLC acted as advisor to IsoTis, and provided a fairness
opinion to the IsoTis Board of Directors. Latham & Watkins LLP was legal counsel
for IsoTis. Willkie Farr & Gallagher LLP was legal counsel for Integra.
Integra LifeSciences Holdings Corporation, a world leader in regenerative
medicine, is dedicated to improving the quality of life for patients through the
development, manufacturing, and marketing of cost-effective surgical implants
and medical instruments. Integra's products, used primarily in neurosurgery,
extremity reconstruction, orthopedics and general surgery, are used to treat
millions of patients every year. The company's headquarters are in Plainsboro,
New Jersey, and it has research and manufacturing facilities throughout the
world. For more information visit www.Integra-LS.com.
This news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, but are not limited to, statements concerning expectations for this
newly acquired business and the expected impact of this acquisition on Integra's
future financial results. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from
predicted or expected results. Among other things, Integra's ability to
successfully integrate IsoTis' operations into its operations could affect the
impact of this acquisition on Integra's future financial results. In addition,
the economic, competitive, governmental, technological and other factors
identified under the heading "Risk Factors" included in section IA of Integra's
Annual Report on Form 10-K for the year ended December 31, 2006 and information
contained in subsequent filings with the Securities and Exchange Commission
could affect actual results.
IART-A
SOURCE: Integra LifeSciences Holdings Corp.