Filed by Regeneration Technologies, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to
Rule 14a-6 under the Securities Exchange
Act of 1934
Subject Company: Tutogen Medical Inc.
Commission File No.: 001-16069
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 companys plans and objectives. In addition, except for historical information, any statements made in this communication about Regeneration Technologies anticipated financial results, growth rates, new product introductions, future operational improvements and results, regulatory approvals or changes to Regeneration Technologies agreements with its 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 Regeneration Technologies public filings 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 S.E.C. filings may be obtained by contacting the company or the S.E.C. or by visiting Regeneration Technologies website at www.rtix.com or the S.E.C.s website at www.sec.gov.
Important Additional Information and Where to Find It
The proposed merger will be submitted to the respective stockholders of Regeneration Technologies and Tutogen for their consideration, and Regeneration Technologies and Tutogen will file a registration statement, a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction with the S.E.C. Shareholders are urged to read the registration statement and the joint proxy statement/prospectus regarding the proposed merger when it becomes available and any other relevant documents filed with the S.E.C., as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Regeneration Technologies and Tutogen, at the S.E.C.s Internet website (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at Regeneration Technologies website (http://www.rtix.com) or Tutogens website (http://www.tutogen.com). Copies of the joint proxy statement/prospectus and the S.E.C. filings that will be 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, 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 S.E.C. 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 February 5, 2007, for Tutogens annual meeting of stockholders, as filed with the S.E.C. 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 when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
The Following is Regeneration Technologies, Inc. Recovery Partner Bulletin regarding RTIX - TTG merger announcement.
Recovery Partner Bulletin
November 13, 2007
Subject: | Regeneration Technologies, Tutogen Medical Announce Agreement to Merge | |
To: | RTI Recovery Partners | |
From: | Roger Rose, Executive Vice President, Regeneration Technologies, Inc. Beverly Bliss, Vice President, RTI Donor Services |
As you may have seen in our press release earlier today, the boards of directors for both Regeneration Technologies, Inc. and Tutogen Medical, Inc. have approved a definitive agreement to merge our two companies.
This decision is one that has been made based on careful consideration by both companies. We believe this union will create a balanced company with global leadership in providing sterile biological solutions to patients and honoring the gift of donation around the world.
The merger will combine RTIs expertise for science, safety and innovation in biologics for orthopedics with Tutogens leadership in sterile biologic implants for dental, hernia and other specialty surgeries.
In addition, the combined company will increase our commitment and focus on improving the lives of others by maximizing the gift of tissue donation and increasing the availability of safe tissue implants for recipients.
We expect the merger to close in the first quarter of 2008, subject to regulatory and other approvals. Until the merger is complete, each company will continue to operate independently. Your current contract and company relationships will not change as a result of todays announcement.
We recognize that the gift of tissue donation depends largely on the hard work and dedication of you, the donation community, and we look forward to working together with you as we pursue our mission to serve as responsible stewards of the gift of donation.
In closing, we would like to thank you for your ongoing partnership as we embark on this exciting new phase. You will receive a phone call from us today, and we will be able to talk with you about this announcement, as well as address your questions. For more information, please view the attached release that was issued earlier today. Additional information will also be available at our merger Web portal at http://www.rtix.com/merger. In the meantime, if you have any questions, please do not hesitate to contact Roger Rose, Beverly Bliss or your regional manager.
-Continued-
11621 Research Circle | Tel 386.418.8888 | |||||
Post Office Box 2650 | Toll Free 877.343.6832 | |||||
Alachua, FL 32616-2650 | Fax 386.418.0342 | |||||
USA | www.rtix.com |
Recovery Partner Bulletin
Page 2
We look forward to our continued partnership and to hearing your thoughts and answering any questions you may have.
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 companys 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 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 S.E.C. filings may be obtained by contacting Regeneration Technologies or the S.E.C. or by visiting Regeneration Technologies Web site at www.rtix.com or the S.E.C.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 will file 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 when it becomes available 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 will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Regeneration Technologies and Tuto-gen, at the SECs Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at RTIs website (http://www.rtix.com) or Tutogens website (http://www.tutogen.com). Copies of the joint proxy statement/prospectus and the SEC filings that will be 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, 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 February 5, 2007, for Tutogens 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 when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
11621 Research Circle | Tel 386.418.8888 | |||||
Post Office Box 2650 | Toll Free 877.343.6832 | |||||
Alachua, FL 32616-2650 | Fax 386.418.0342 | |||||
USA | www.rtix.com |