As previously disclosed on January 11, 2017, Integra LifeSciences
Holdings Corporation, a Delaware corporation (the Company), entered
into an Agreement and Plan of Merger, dated January 10, 2017 (the
Merger Agreement), by and among the Company, Integra Derma, Inc., a
Delaware corporation and indirect wholly-owned subsidiary of the
Company (Merger Sub) and Derma Sciences, Inc., a Delaware
corporation (Derma).

to the Merger Agreement, and upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January 25,
2017 (the Offer to Purchase), and the related Letter of Transmittal
(which, together with the Offer to Purchase, constituted the
Offer), Merger Sub commenced a tender offer to purchase all the
issued and outstanding shares of:

The Offer expired at 12:00 midnight, New York City time, on
Wednesday, February 22, 2017. Broadridge Corporate Issuer
Solutions, Inc., the depositary for the Offer (the Depositary),
advised the Company, Merger Sub, and Derma that, as of the
expiration of the Offer, (i) a total of 24,342,384 Shares had been
validly tendered and not validly withdrawn to the Offer,
representing approximately 85.7% of Dermas then outstanding Shares,
(ii) a total of 17,440 shares of Series A Preferred Stock had been
validly tendered and not validly withdrawn to the Offer,
representing approximately 93.8% of Dermas then outstanding shares
of Series A Preferred Stock and (iii) a total of 53,059 shares of
Series B Preferred Stock had been validly tendered and not validly
withdrawn to the Offer, representing approximately 96.9% of Dermas
then outstanding shares of Series B Preferred Stock. Because the
number of (i) Shares validly tendered and not withdrawn to the
Offer constituted a majority of the outstanding Shares entitled to
vote, (ii) shares of Series A Preferred Stock validly tendered and
not withdrawn to the Offer constituted a majority of the
outstanding shares of Series A Preferred Stock entitled to vote and
(iii) shares of Series B Preferred Stock validly tendered and not
withdrawn to the Offer constituted a majority of the outstanding
shares of Series B Preferred Stock entitled to vote, the Minimum
Condition for the Offer was satisfied. All other conditions to the
Offer were also satisfied as of the expiration of the Offer.
Accordingly, on February 23, 2017, Merger Sub irrevocably accepted
for payment all of the Shares tendered in the Offer. Funds have
been deposited to pay for such Shares with the Depositary, which
will act as agent for tendering Derma stockholders for the purposes
of receiving payments for tendered Shares and transmitting payments
to tendering Derma stockholders, in accordance with the terms of
the Offer.

Following completion of the Offer, all other conditions to the
Merger (as defined below) set forth in the Merger Agreement were
satisfied, and on February 24, 2017, upon the filing of a
certificate of merger with the Secretary of State of the State of
Delaware (the Effective Time), the Company completed its
acquisition of Derma by consummating a merger of Merger Sub with
and into Derma (the Merger) without a meeting of the stockholders
of Derma in accordance with Section 251(h) of the General
Corporation Law of the State of Delaware (the DGCL). As a result of
the Merger, Derma became an indirect wholly-owned subsidiary of the
Company. to the Merger Agreement, each Share issued and outstanding
immediately prior to the Effective Time (other than Shares (a)
irrevocably accepted for payment in the Offer, (b) Shares held in
the treasury of Derma, (c) Shares owned by the Company or any
direct or indirect subsidiary of the Company (including Merger Sub)
or Derma immediately prior to the Effective Time, or (d) Shares
with respect to which appraisal rights were properly exercised
under the DGCL), was converted into the right to receive cash in
the amount of the Common Share Offer Price, Series A Offer Price or
Series B Offer Price, as applicable, subject to any withholding of
taxes required by applicable laws.

The aggregate consideration paid in the Offer and Merger was
approximately $205 million, without giving effect to related
transaction fees and expenses. The Company provided Merger Sub with
the funds necessary to complete the Offer and the Merger. The
Company funded these payments with available cash on hand.

The foregoing summary of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Merger
Agreement furnished as Exhibit 2.1 to the

Current Report on Form 8-K filed by the Company with the U.S.
Securities and Exchange Commission on January 11, 2017, which is
incorporated herein by reference.

Forward-Looking Statements

This report does not constitute an offer to sell or the
solicitation of an offer to buy any securities. This report
contains forward-looking statements related to the Companys
acquisition of Derma that are subject to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include statements regarding the
successful integration of the business, the benefits of the
transaction, as well as future revenue and earnings. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause the actual results
to differ materially from the results expressed or implied by such
statements, including general economic and business conditions,
conditions affecting the industries served by the Company and its
respective subsidiaries, conditions affecting the Company’s
customers and suppliers, competitor responses to the Company’s
products and services, the overall market acceptance of such
products and services, the integration of the businesses and other
factors disclosed in the Company’s periodic reports filed with the
Securities and Exchange Commission. The Company assumes no
obligation to update the forward-looking information contained in
this release, except as expressly required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

EXHIBIT INDEX