IsoTis/GenSci Merger Complete: 'IsoTis OrthoBiologics' Emerges as a Major New Global Player
27 Octubre 2003 - 6:53PM
PR Newswire (US)
IsoTis/GenSci Merger Complete: 'IsoTis OrthoBiologics' Emerges as a
Major New Global Player LAUSANNE, Switzerland, BILTHOVEN, The
Netherlands, and IRVINE, Calif., Oct. 27 /PRNewswire-FirstCall/ --
IsoTis (ISON: SWX/Euronext) is proud to announce the full
completion of the merger between IsoTis S.A. and GenSci
OrthoBiologics Inc. (GNS: TSX). This marks the creation of a new
global contender in the rapidly growing field of OrthoBiologics.
With the combination of the two companies' sales and marketing
functions and the integration of R&D virtually complete, IsoTis
now stands well positioned towards establishing itself as a world
market leader in OrthoBiologics, the fastest growing segment of the
US$16 billion orthopedics market. The OrthoBiologics sector, driven
in large part by an aging, increasingly active population, is
expected to keep growing at double digit percentages for the next
several years. IsoTis OrthoBiologics combines considerable
expertise in natural bone grafts, synthetic bone graft substitutes,
carrier technologies and growth factors. IsoTis has 6 leading edge
products on the market, 9 more in the near to medium term pipeline
and a focused, clearly defined longer-term research and product
development program. The independent distribution network of 400
sales representatives provides a solid foundation for future top
line North American growth, while a full product offering of
leading edge technologies will help fuel the vigorous expansion of
the highly fragmented, relatively underdeveloped European and
international markets. As previously stated, in light of recent
revenue growth and market penetration trends of the company's
products, management expects that full-year 2003 sales of IsoTis
OrthoBiologics will slightly exceed 2002 combined sales of US$ 23
million. Management expects IsoTis OrthoBiologics to become
cash-flow break-even and profitable during 2005. Jacques Essinger,
CEO of IsoTis OrthoBiologics said: "We are delighted at the
completion of the merger. The opportunities for the company and its
shareholders are significant. We have a strong product range on the
market with substantial distribution power; we have a near-term
pipeline and the development expertise to keep introducing new
orthobiologics solutions; we have access to one of the world's
largest research groups in our field to fuel long-term growth; and
we have the organization and the financial resources to put the
company on a steep growth curve in the years to come." IsoTis
OrthoBiologics -- IsoTis OrthoBiologics was created in Q4 2003
through the merger of GenSci OrthoBiologics, a US-based
orthobiology company, and IsoTis SA, a Swiss-Dutch biomedical
company. The company operates out of its corporate headquarters in
Lausanne, Switzerland, and its facilities in Bilthoven, The
Netherlands and in Irvine, California, US. IsoTis OrthoBiologics
has approximately 150 employees, a product portfolio with 6
orthobiology products on the market and 9 in development, pro-forma
product sales of US$ 23 million in 2002, and is traded under the
symbol "ISON" on both the Official Market Segment of Euronext
Amsterdam, and the Main Board of the Swiss Exchange. (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 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, SWX,
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
http://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). ANNEX NOTICE TO GENSCI
SHAREHOLDERS The merger has been effected by way of a Plan of
Arrangement under the Company Act (British Columbia). In accordance
with the Plan, the directors of GenSci Regeneration Sciences Inc.
have fixed the initial share exchange ratio (the portion of an
IsoTis Share to be exchanged for each GenSci share) at a minimum of
0.46 of an IsoTis Share for each GenSci Share. Later this week, on
October 31, the GenSci board will make a final determination of
GenSci's tax and other liabilities resulting from the plan of
arrangement, at which time the final share exchange ratio will be
determined. In no event will the share exchange ratio be less than
0.46 of an IsoTis Share for each GenSci share. The issuance of new
IsoTis Shares is subject to formal registration of the shares in
Switzerland, which is expected to be completed on October 30, 2003,
barring any unforeseen circumstances. DATASOURCE: IsoTis S.A.
CONTACT: Hans Herklots, Media & investor relations,
+31-30-229-5271, or Fax: +31-30-228 0255, , or Louis G. Plourde,
Investor, shareholder relations, 1-800-561-2955, (North America), ,
both of IsoTis S.A. Web site: http://www.isotis.com/
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