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 company’s 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 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 are updated pages from the Regeneration Technologies, Inc. website that relate to the merger of Regeneration Technologies and Tutogen.
RTIX & TTG Merger—Contact Us Page 1 of 2
. creating a leading global biologic company
Regeneration Technologies, Inc. Customers and Partners Alachua Headquarters: Contact Us:
>> Press Release—November 13, 2007 www.rtix.com >> Merger Fact Sheet
Physical address: >> Donor Services Bulletin 11621 Research Circle >> Distributor
Bulletin Alachua, FL 32615 >> SEC Filings
Mailing address:
P.O. Box 2650
Alachua, FL 32616-2650 Webcasts and Presentations
Merger Announcement
Telephone: 386.418.8888 Toll Free: 877.343.6832 Fax: 386.418.0342 Customer Service:
800.624.7238
RTI Contacts:
Wendy Crites Wacker, APR, Director, Corporate Communications:
386.418.8888, wwacker@rtix.com Click here to view the webcast
Web Site: webmanager@rtix.com
Stephens, Inc Fall Investment Conference November 14, 2007 at 11:10am NY Palace, New York
Click here for the webcast
http://rtix-pg-001:8078/rtix.com/merger/ContactUs.aspx 11/19/2007
RTIX & TTG Merger—Contact Us Page 2 of 2
Analyst Meeting Conference Call and Slide Presentation
November 14, 2007 at 12pm NY Palace, New York
Click here for the powerpoint presentation z For the audio version of the meeting, call 866-395-7261 (Passcode: RTIX)
Important Additional Information
Forward Looking Statements
Quick Links
Press Release—Nov 13, 2007—Contact Us—FAQs—RTI Home—Tutogen Home
http://rtix-pg-001:8078/rtix.com/merger/ContactUs.aspx 11/19/2007
RTIX & TTG Merger - For More Info
Page 1 of 2
... creating a leading global biologic company
Important Additional Information
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 Tutogen, at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at RTI’s website (http://www.rtix.com) or Tutogen’s 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 Tutogen’s 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.
Customers and Partners
>> Press Release - November 13, 2007 >> Merger Fact Sheet >> Donor Services Bulletin >> Distributor Bulletin >> SEC Filings
Webcasts and Presentations
Merger Announcement
Click here to view the webcast
Stephens, Inc Fall Investment Conference November 14, 2007 at 11:10am NY Palace, New York
Click here for the webcast
http://rtix-pg-001:8078/rtix.com/merger/proxylegend.aspx
11/19/2007
RTIX & TTG Merger - For More Info
Page 2 of 2
Analyst Meeting Conference Call and Slide Presentation
November 14, 2007 at 12pm NY Palace, New York
Click here for the powerpoint presentation
For the audio version of the meeting, call 866-395-7261 (Passcode: RTIX)
Important Additional Information
Forward Looking Statements
Quick Links
Press Release - Nov 13, 2007 - Contact Us - FAQs - RTI Home - Tutogen Home
http://rtix-pg-001:8078/rtix.com/merger/proxylegend.aspx
11/19/2007
RTIX & TTG Merger—SEC Filings Page 1 of 2
. creating a leading global biologic company
>> Click here to browse all RTI documents in the SEC EDGAR database. Customers and Partners >> Press Release—November 13, 2007 >> Merger Fact Sheet >> Merger Fact Sheet >> Donor Services Bulletin News Releases >> Distributor Bulletin >> SEC Filings
November 2007
>> News Release—November 13, 2007
Webcasts and Presentations
Merger Announcement
Communications—Letters
November 2007
>> Donor Services Bulletin >> Distributor Bulletin
Click here to view the webcast
Communications—Webcast Transcripts
>> Transcript of 11/13 Merger Announcement Webcast
>> Transcript of 11/14 Stephens, Inc Fall Investment Conference Stephens, Inc Fall Investment Conference November 14, 2007 at 11:10am >> Transcript of 11/14 Analyst Meeting Conference Call and Slide Presentation NY Palace, New York >> PowerPoint presentation for the 11/14 Analyst Meeting Conference Call and Slide Presentation Click here for the webcast
http://rtix-pg-001:8078/rtix.com/merger/documentlist.aspx 11/19/2007
RTIX & TTG Merger—SEC Filings Page 2 of 2
Analyst Meeting Conference Call and Slide Presentation
November 14, 2007 at 12pm NY Palace, New York
Click here for the powerpoint presentation For the audio version of the meeting, call 866-395-7261 (Passcode: RTIX)
Important Additional Information
Forward Looking Statements
Quick Links
Press Release—Nov 13, 2007—Contact Us—FAQs—RTI Home—Tutogen Home
http://rtix-pg-001:8078/rtix.com/merger/documentlist.aspx 11/19/2007
RTIX & TTG Merger Information Page 1 of 2
... 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
Donor Services Bulletin
Distributor Bulletin
SEC Filings
Webcasts and Presentations
Merger Announcement
Click here to view the webcast
Stephens, Inc Fall Investment Conference November 14, 2007 at 11:10am NY Palace, New York
Click here for the webcast
http://rtix-pg-001:8078/rtix.com/merger/default.aspx
11/19/2007
RTIX & TTG Merger Information
Page 2 of 2
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 12pm NY Palace, New York
??Click here for the powerpoint presentation ??For the audio version of the meeting, call 866-395-7261 (Passcode: RTIX)
Important Additional Information
Forward Looking Statements
Quick Links
Press Release - Nov 13, 2007 - Contact Us - FAQs - RTI Home - Tutogen Home
http://rtix-pg-001:8078/rtix.com/merger/default.aspx
11/19/2007
RTIX & TTG Merger—For More Info
Page 1 of 2
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 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 and Tutogen 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. Copies of Tutogen’s S.E.C. filings may be obtained by contacting Tutogen or the S.E.C. or by visiting Tutogen’s Web site at www.tutogen.com or the S.E.C.’s Web site at www.sec.gov.
Customers and Partners
>> Press Release—November 13, 2007 >> Merger Fact Sheet >> Donor Services Bulletin >> Distributor Bulletin >> SEC Filings
Webcasts and Presentations
Merger Announcement
Click here to view the webcast
Stephens, Inc Fall Investment Conference November 14, 2007 at 11:10am NY Palace, New York
Click here for the webcast http://rtix-pg-001:8078/rtix.com/merger/forwardlook.aspx 11/19/2007
RTIX & TTG Merger—For More Info Page 2 of 2
Analyst Meeting Conference Call and Slide Presentation
November 14, 2007 at 12pm NY Palace, New York
??Click here for the powerpoint presentation ??For the audio version of the meeting, call 866-395-7261 (Passcode: RTIX)
Important Additional Information
Forward Looking Statements
Quick Links
Press Release—Nov 13, 2007—Contact Us—FAQs—RTI Home—Tutogen Home http://rtix-pg-001:8078/rtix.com/merger/forwardlook.aspx
11/19/2007