Filed by Tutogen Medical, 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: Regeneration Technologies, Inc.
Commission File No.: 0-31271
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 company’s plans and objectives. In addition, except for historical information, any statements made in this communication about Tutogen’s anticipated financial results, growth rates, new product introductions, future operational improvements and results, regulatory approvals or changes to Tutogen’s 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 Tutogen’s 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 Tutogen’s S.E.C. filings may be obtained by contacting the company or the S.E.C. or by visiting Tutogen’s website at www.tutogen.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 Tutogen’s 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 Tutogen’s 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 a link from Tutogen Medical, Inc.’s website to Regeneration Technologies, Inc.’s website pages regarding RTIX - TTG Merger.
Regeneration® TECHNOLOGIES, INC.
TUTOGEN
Tutogen Medical, Inc.
... creating a leading global biologic company
Regeneration Technologies and Tutogen announce plans to merge
Overview
Regeneration Technologies, Inc (RTIX) and Tutogen Medical, Inc. (TTG) announced on November 13, 2007 a merger to create the leading provider of sterile biologic solutions for patients around the world, reaching a broad range of markets with a diversified mix of implants and distribution channels.
“When comparing the similarities between Tutogen and RTI – our commitment to safety and sterilization of biologics, our responsibility to honoring donor families and helping recipients, and our culture of growth to meet the needs of surgeons around the world – it is easy to see how these two companies will fit very nicely together,” said Brian K. Hutchison, RTI chairman, president and CEO. “Guy Mayer and the management team at Tutogen have done an outstanding job in the past two years of realigning their company and product lines, as well as optimizing their distribution channels to set the stage for continued growth in the years to come.”
“We believe that our strength in the tissue membrane markets and our expertise in xenograft applications will blend perfectly with RTI’s strength in innovation and leadership in the orthopedics markets,” said Guy Mayer, Tutogen’s president and chief executive officer. “Each company’s complementary strengths would create a very well-balanced leader in the biologics industry.”
Just the Facts
Terms of the Deal:
• Tax-free, stock-for-stock exchange
• Tutogen shareholders will receive 1.22 shares of newly issued RTI common stock in exchange for each share of Tutogen common stock they own
Customers and Partners
>> Press Release - November 13, 2007
>> Merger Fact Sheet
>> Distributor Bulletin
>> SEC Filings
Webcasts and Presentations
WEBCAST
Tuesday, Nov 13, 2007
9 am EST
Merger Announcement
Click here to view the webcast
Stephens, Inc Fall Investment Conference November 14, 2007 at 11:10 am NY Palace, New York
Click here for the webcast
• Expect to close in Q1 2008 subject to regulatory and other customary conditions
• Proforma ownership of the combined company*:
• Approx. 55 percent RTI shareholders and approx. 45 percent Tutogen shareholders
• 56 million shares outstanding
* of the company on a diluted basis
Combined Company
• Headquarters: Alachua, Fla. with offices in United States, Germany and France
• Approx. 750 employees
• Proprietary, validated BioCleanse® and Tutoplast® tissue sterilization processes
Analyst Meeting Conference Call and Slide Presentation
November 14, 2007 at 12 pm NY Palace, New York
Click here to attend the web cast
• CONFERENCE NUMBER: PA5954489
• AUDIENCE PASSCODE: RTIX
Quick Links
Press Release - Nov 13, 2007 - Contact Us - FAQs - For More Information - RTI Home - Tutogen Home