A Medical Device Daily
IsoTis SA (Lausanne, Switzerland) and its wholly-owned U.S. subsidiary, IsoTis Inc. (Irvine, California), jointly reported that the exchange offer by IsoTis Inc. to all shareholders of IsoTis to exchange their current IsoTis shares for shares of IsoTis, commenced Friday and is expected to end Jan. 19, 2007.
IsoTis' shares are currently listed on SWX Swiss Exchange, Euronext Amsterdam N.V. and the Toronto Stock Exchange. IsoTis' said that its aim is to become a U.S. company with a listing on the NASDAQ Global Market during 1Q07.
IsoTis said it believes that becoming a U.S. company listed on the NASDAQ “is the next logical step in its continued progression and that this listing will serve the purpose of enabling additional growth and facilitating a fair market valuation“ to shareholders.
It said that NASDAQ listing should provide benefits to stockholders by increasing visibility to institutional investors. “A listing on the NASDAQ Global Market among peer companies should assist investors in evaluating IsoTis by providing direct, easily accessible comparables,“ it said in a statement. “The improved visibility offered by a U.S. listing should help to increase U.S. analyst coverage, and thereby bring the company's valuation more in line with that of its peers.“
It said the listing should improve access to U.S. institutional investors focused on medical device and growth companies, “who may be prohibited from investing in IsoTis as a non-U.S. listed stock.“
Following the exchange offer, IsoTis, Inc. may issue additional shares in a capital-raising transaction, which issuance would reduce a shareholder's interest in IsoTis, Inc. IsoTis Inc. extends the public offer to all IsoTis shareholders to exchange their current IsoTis shares for shares of IsoTis, Inc. on a 10-for-1 basis. Fractional entitlements to shares of IsoTis, Inc. resulting from the exchange ratio will be compensated in cash by IsoTis, Inc. at CHF 1.5667 (EUR 0.9849 and CAD 1.4266, as applicable) for each IsoTis share, which corresponds to the 30-day average opening price for IsoTis shares on SWX during the 30 days on which SWX, Euronext Amsterdam and the TSX were open for trading preceding the date of publication of the initial press release on Nov. 6.
Should the exchange offer be declared unconditional, IsoTis, Inc. said it intends to procure that the listing of IsoTis on SWX, Euronext Amsterdam, and the TSX will be terminated as soon as possible. Should the exchange offer result in IsoTis, Inc. acquiring less than 90% of the IsoTis shares, IsoTis, Inc. intends to only maintain the SWX listing and hence to discuss with Euronext Amsterdam and the TSX the delisting of IsoTis from Euronext Amsterdam and the TSX.
In other financing activity: Bioject Medical Technologies (Portland, Oregon), a developer of needle-free drug delivery systems, today announced that it has entered into a loan and security agreement with Partners for Growth (PFG;) that provides for a term loan facility and a revolving line of credit facility.
Under the term loan facility, the company borrowed $500,000, to be repaid in 18 equal monthly installments. Under the revolving line of credit facility, the company is able to borrow up to an amount equal to the sum of 75% of its eligible accounts receivable plus 30% of its eligible inventory, up to a maximum of $2 million plus any principal amounts of the term loan that have been repaid.
The company borrowed about $645,000 under the revolving line of credit facility to repay its existing line of credit facility with PFG, set to mature on Dec. 15, 2006. In connection with the loan agreement the company issued to PFG a warrant to purchase 200,000 shares of the company's common stock.
Jim O'Shea, Bioject's president/CEO, said “We have worked closely with PFG on two previous financings, and this revolving line of credit facility is similar to the revolving line of credit facility we entered into with PFG in December 2004. This agreement expands our ability to borrow on our raw materials inventory as compared to the 2004 revolving line of credit.“