Actualizado 06/11/2006 08:31
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IsoTis Proposes to Become a U.S. Company With a Single NASDAQ Listing in Q1 2007 (y 2)

-- Additional details regarding the expected exchange offer (including a list of the expected closing conditions) can be found in the official Pre-Announcement published by IsoTis in accordance with the Swiss Stock Exchange Act, a copy of which is posted in English, French and German on the Company's website under http:\\investors.isotis.com.

-- Copies of this press release have been released in English, French, German and Dutch.

-- A webcast interview with Pieter Wolters, President and CEO of IsoTis OrthoBiologics can also be consulted on the Company's website under http:\\investors.isotis.com. .

This press release is a public announcement as meant within article 9b paragraph 1 and paragraph 2 under a of the Dutch Decree on the Supervision of the Securities Trade 1995 (Besluit toezicht effectenverkeer 1995).

The Swiss Takeover Board, the Dutch Authority for the Financial Markets (stichting Autoriteit Financiele Markten) and Euronext Amsterdam N.V. have been informed of the intended exchange offer.

This press release is not intended to and does not constitute, or form part of, an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to purchase any securities, pursuant to the exchange offer or otherwise. If the exchange offer were to occur, the exchange offer would be made solely by the offer memorandum and the accompanying form of acceptance, which would contain the full terms and conditions of the exchange offer, including details of how the exchange offer would be able to be accepted. The offer memorandum and the form of acceptance would be made available to all IsoTis shareholders at no charge to them. If the exchange offer is made, IsoTis shareholders are advised to read the offer memorandum and the form of acceptance when these documents are sent to them because they will contain important information.

When commenced, the exchange offer will not be made to any IsoTis shareholders in any jurisdiction in which the making or acceptance of the exchange offer would not be in compliance with the securities laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the offer memorandum. However, acceptances of the exchange offer by IsoTis shareholders not resident in the Netherlands, Canada or Switzerland will be accepted by the IsoTis Inc., if such acceptances comply with the acceptance procedure set out in the offer memorandum.

The exchange offer shall be made for the shares of IsoTis, a Swiss company, that are listed on the SWX Swiss Exchange, on Euronext Amsterdam N.V. and the Toronto Stock Exchange. The exchange offer will be subject to disclosure requirements of Switzerland, the Netherlands and Canada, which requirements are different from those of the United States. It may be difficult for U.S. shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since IsoTis and some of its officers and directors are located in a foreign country. U.S. shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment. U.S. shareholders should be aware that, to the extent permissible, IsoTis Inc. may purchase IsoTis Swiss Shares otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

Certain statements in this press release are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including those that refer to management's plans and expectations for future operations, prospects and financial condition. Words such as "strategy," "expects," "plans," "anticipates," "believes," "will," "continues," "estimates," "intends," "projects," "goals," "targets," "could," 'may," and other words of similar meaning are intended to identify such forward-looking statements. 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 only. Undue 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. Actual results could differ materially from current expectations due to a number of factors and uncertainties affecting IsoTis' business, including, but not limited to, failure to obtain sufficient shareholder support for the exchange offer, inability to list the IsoTis Inc. shares on NASDAQ in a timely manner, if at all, a competitive sales and marketing environment, the timely commencement and success of IsoTis' clinical trials and research endeavors, delays in receiving U.S. Food and Drug Administration or other regulatory approvals (e.g., EMEA, CE), market acceptance of IsoTis' products, effectiveness of IsoTis' distribution channels, development of competing therapies or technologies, the terms of any future strategic alliances, the need for additional capital and the inability to obtain or meet conditions imposed for the required governmental and regulatory approvals and consents. IsoTis expressly disclaims any intent or obligation to update these forward-looking statements except as required by law. For a more detailed description of the risk factors and uncertainties affecting IsoTis, refer to IsoTis' Annual Report on Form 20-F/A for the fiscal year ended December 31, 2005, filed with the SEC and to IsoTis' reports filed from time to time with the Swiss Stock Exchange (SWX), Euronext Amsterdam N.V., SEDAR at www.sedar.com and the Toronto Stock Exchange (TSX).

For information contact IsoTis: Europe: Hans Herklots, Director IR, Tel: +41(0)21-620-6011, hans.herklots@isotis.com. U.S. & Canada: Rob Morocco, CFO, +1-949-855-7155, robert.morocco@isotis.com. Or its Investor Relations advisors: Rochat & Partners, Switzerland, Christophe Lamps, Tel: +41-22-718-3746, clamps@rochat-pr.ch . Hill & Knowlton, The Netherlands: Edwin van Wijk, Tel: +31-20-404-47-07, evwijk@hillandknowlton.com. Hill & Knowlton, US & Canada: Ian Blair, Tel: +1-416-413-4694, ianblair@hillandknowlton.ca. Or it's Exchange Agents: The Netherlands: ABN AMRO Bank NV, Amsterdam, Astrid de Vries-Paeper, Tel: +31-20-383-6778, astrid.de.vries.paeper@nl.abnamro.com. Switzerland: Bank Sarasin & Co. Ltd, Zurich, Alexander Cassani, Tel: +41-44-213-96-73, alexander. cassani@sarasin.com. General information: Switzerland - 0800-375-737 (outside Switzerland +41-800-375-737); The Netherlands - (+31)-020-64-27-909; U.S. & Canada - (+1)-800-565-4535

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