VANCOUVER, July 7 /PRNewswire-FirstCall/ -- Angiotech
Pharmaceuticals, Inc. ("Angiotech")
(NASDAQ:ANPINASDAQ:TSX:NASDAQ:ANP), a global specialty
pharmaceutical and medical device company, today announced the
commencement of a cash tender offer of the outstanding notes listed
below (the "Notes") in an amount that will result in an aggregate
purchase price (including accrued and unpaid interest and the
"Early Tender Premiums" listed in the table below) of $165 million
for all Notes purchased. Closing of the tender offer is conditioned
upon the closing of the concurrently announced investment in
Angiotech Pharmaceutical Interventions ("API"), a newly formed
subsidiary of Angiotech, by Ares Management LLP and New Leaf
Venture Partners, and shareholder approval of that investment,
among other conditions. The terms and conditions of the tender
offer are described in an Offer to Purchase, dated July 7, 2008
(the "Offer to Purchase"), and an accompanying "Letter of
Transmittal," which are being sent to holders of Notes. The Notes
and the consideration offered for each series of notes are outlined
in the following table: Total Aggregate Tender Early Principal
Acceptance Offer Tender CUSIP Title of Amount Priority Consider-
Prem- Number Security Outstanding Level ation(1)(2) ium(2)
---------- ------------------ ------------- ---------- ----------
------- 034918AF9 Senior Floating Rate Notes due 2013 $325,000,000
1 $950.00 $40.00 034918AC6 7.75% Senior Subordinated Notes due 2014
$250,000,000 2 $800.00 $40.00 1) Includes the Early Tender Premium
per $1,000 principal amount of Notes for each series and excludes
accrued and unpaid interest, which will be paid in addition to this
amount. 2) Per $1,000 principal amount of Notes accepted for
purchase. The tender offer will expire at 12:00 midnight, New York
City time, on August 22, 2008, unless extended or earlier
terminated (the "Expiration Date"). Holders of Notes must validly
tender and not validly withdraw their Notes on or before 5:00 p.m.,
New York City time, on July 18, 2008 (the "Early Tender Date")
unless extended, to receive the applicable "Total Tender Offer
Consideration," which includes the applicable Early Tender Premium
set out in the table above, plus accrued and unpaid interest.
Holders of Notes who validly tender their Notes after the Early
Tender Date and on or before the Expiration Date and whose Notes
are accepted for purchase will receive a payment equal to the
applicable Total Tender Offer Consideration less the applicable
Early Tender Premium (the "Late Tender Offer Consideration"), plus
accrued and unpaid interest. As set forth in the Offer to Purchase,
Notes tendered on or before 5:00 p.m., New York City time, on July
18, 2008 (the "Withdrawal Date") may be validly withdrawn at any
time on or before the Withdrawal Date. Notes tendered after the
Withdrawal Date but before the Expiration Date may not be
withdrawn, except in the limited circumstances described in the
Offer to Purchase. The settlement date will be the second business
day following the Expiration Date or promptly following the
Expiration Date (the "Settlement Date"). Assuming the tender offer
is not extended, the Settlement Date is expected to be August 26,
2008. In addition to the applicable Total Tender Offer
Consideration or applicable Late Tender Offer Consideration, as the
case may be, holders whose Notes are accepted for purchase will
receive accrued and unpaid interest up to, but not including, the
Settlement Date. Angiotech may purchase in the tender offer an
additional amount of Notes not to exceed 2% of the aggregate
principal amount of each Series of Notes outstanding without
amending or extending the tender offer or may elect to increase the
size of the tender offer beyond such a 2% increase, subject to
applicable legal requirements described in the Offer to Purchase.
Angiotech is offering to pay $165 million (including accrued and
unpaid interest and the Early Tender Premiums) for all Notes
purchased. The amounts of each series of Notes that are purchased
in the tender offer will be determined in accordance with the
"Acceptance Priority Level" described in the Offer to Purchase. All
Senior Floating Rate Notes due 2013 (the "First Priority Notes")
will be accepted before any 7.75% Subordinated Notes due 2014 (the
"Second Priority Notes") are accepted. The tender is conditioned
upon, among other things, (a) the tender of an amount of First
Priority Notes that will result in a purchase price (including
accrued and unpaid interest and the Early Tender Premiums) for the
First Priority Notes of at least $85.8 million and (b) the tender
of an amount of all Notes that will result in a purchase price
equal to $165 million (including accrued and unpaid interest and
the Early Tender Premiums) (collectively, the "Minimum Tender
Condition"). The tender of Second Priority Notes is limited to an
amount of Second Priority Notes that will not result in a purchase
price (including accrued and unpaid interest and the Early Tender
Premiums) for the Second Priority Notes that exceeds $79.2 million.
In addition to the Acceptance Priority Level and minimum and
maximum amounts described above, depending on the amount of Notes
tendered, the amount of Notes accepted for purchase from each
holder tendering may be subject to proration. Angiotech's
obligation to accept for payment and to pay for Notes validly
tendered and not withdrawn pursuant to the tender offer is
conditioned upon (a) the Minimum Tender Condition, (b) the
consummation of the concurrently announced investment in API which
requires approval from Angiotech's shareholders and (c)
satisfaction of certain general conditions. Cautionary Statement
Regarding Forward-Looking Statements
---------------------------------------------------------
Statements contained in this press release that are not based on
historical fact, including without limitation statements containing
the words "believes", "may", "plans", "will", "estimate",
"continue", "anticipates", "intends", "expects" and similar
expressions, constitute "forward-looking statements" within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995 and forward-looking information within the meaning of
applicable Canadian securities laws. All such statements are made
pursuant to the "safe harbor" provisions of applicable securities
legislation. Forward-looking statements may involve, but are not
limited to, comments with respect to our objectives and priorities
for the second half of 2008 and beyond, our strategies or future
actions, our targets, expectations for our financial condition and
the results of, or outlook for, our operations, research,
development, product and drug development and our plans and
anticipated effects of the transaction described in this press
release. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual
results, events or developments to be materially different from any
future results, events or developments expressed or implied by such
forward-looking statements. Many such risks, uncertainties and
other factors are taken into account as part of our assumptions
underlying these forward-looking statements and include, among
others, the following: the inability to consummate the transaction
described in this press release or that the transaction will not
provide the anticipated benefits described in this press release;
general economic and business conditions, both nationally and in
the regions in which we operate; market demand; technological
changes that could impact our existing products or our ability to
develop and commercialize future products; competition; existing
governmental regulations and changes in, or the failure to comply
with, governmental regulations; adverse results or unexpected
delays in pre-clinical and clinical product development processes;
adverse findings related to the safety and/or efficacy of our
products or products sold by our partners; decisions, and the
timing of decisions, made by health regulatory agencies regarding
approval of our technology and products; the requirement for
substantial funding to conduct research and development and to
expand manufacturing and commercialization activities or consummate
acquisitions; and any other factors that may affect performance. In
addition, our business is subject to certain operating risks that
may cause the actual results expressed or implied by the
forward-looking statements in this press release to differ
materially from our actual results. These operating risks include:
our ability to attract and retain qualified personnel; our ability
to successfully complete pre-clinical and clinical development of
our products; changes in business strategy or development plans;
our failure to obtain patent protection for discoveries; loss of
patent protection resulting from third-party challenges to our
patents; commercialization limitations imposed by patents owned or
controlled by third parties; our ability to obtain rights to
technology from licensors; liability for patent claims and other
claims asserted against us; our ability to obtain and enforce
timely patent and other intellectual property protection for our
technology and products; the ability to enter into, and to
maintain, corporate alliances relating to the development and
commercialization of our technology and products; market acceptance
of our technology and products; our ability to successfully
manufacture, market and sell our products; the continued
availability of capital to finance our activities; and any other
factors referenced in our other filings with the SEC. For a more
thorough discussion of the risks associated with our business, see
the "Risk Factors" section in our annual report for the year ended
December 31, 2007 filed with the SEC on Form 40-F and our quarterly
report for the three months ended March 31, 2008 filed with the SEC
on Form 10-Q. Given these uncertainties, assumptions and risk
factors, readers are cautioned not to place undue reliance on such
forward-looking statements. Except as required by law, we disclaim
any obligation to update any such factors or to publicly announce
the result of any revisions to any of the forward-looking
statements contained in this press release to reflect future
results, events or developments. Additional Information and Where
to Find It ------------------------------------------- This
communication may be deemed to be solicitation material in respect
of the proposed investment of Ares Corporate Opportunities Fund
III, L.P., New Leaf Ventures I, L.P. and New Leaf Ventures II, L.P.
in Angiotech Pharmaceuticals, Inc.'s ("Angiotech") subsidiary,
Angiotech Pharmaceutical Interventions, Inc. In connection with the
proposed investment, Angiotech intends to file relevant materials
with the SEC, including a proxy statement on Schedule 14A.
SHAREHOLDERS OF ANGIOTECH ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING ANGIOTECH'S PROXY STATEMENT, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
the documents free of charge at the SEC's web site,
http://www.sec.gov/, and Angiotech shareholders will receive
information at an appropriate time on how to obtain
transaction-related documents for free from Angiotech. Such
documents are not currently available. Participants in Solicitation
---------------------------- Angiotech and its directors, executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from the
holders of Angiotech common shares in respect of the proposed
transaction. Information about the directors and executive officers
of Angiotech is set forth in Angiotech's Annual Report on Form 40-F
for the most recently ended fiscal year, which was filed with the
SEC on March 31, 2008. Investors may obtain additional information
regarding the interest of such participants by reading the proxy
statement regarding the acquisition when it becomes available.
About Angiotech Angiotech Pharmaceuticals, Inc. is a global
specialty pharmaceutical and medical device company with over 1,500
dedicated employees. Angiotech discovers, develops and markets
innovative treatment solutions for diseases or complications
associated with medical device implants, surgical interventions and
acute injury. To find out more about Angiotech
(NASDAQ:ANPINASDAQ:TSX:NASDAQ:ANP), please visit our website at
http://www.angiotech.com/. CONTACT: Sage Baker, Investor Relations
and Corporate Communications, Angiotech Pharmaceuticals, Inc.,
(604) 221-6933, ; Deirdre Neary, Investor Relations and Corporate
Communications, Angiotech Pharmaceuticals, Inc., (604) 222-7056, ;
Steve Frankel, Joele Frank, Wilkinson Brimmer Katcher, Office (212)
355-4449 x 119, Cell (917) 952-0676, , http://www.joelefrank.com/
DATASOURCE: Angiotech Pharmaceuticals, Inc. CONTACT: Sage Baker,
Investor Relations and Corporate Communications, Angiotech
Pharmaceuticals, Inc., (604) 221-6933, ; Deirdre Neary, Investor
Relations and Corporate Communications, Angiotech Pharmaceuticals,
Inc., (604) 222-7056, ; Steve Frankel, Joele Frank, Wilkinson
Brimmer Katcher, Office (212) 355-4449 x 119, Cell (917) 952-0676,
, http://www.joelefrank.com/
Copyright
Angiotech Pharmaceuticals - Common Shares (MM) (NASDAQ:ANPI)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Angiotech Pharmaceuticals - Common Shares (MM) (NASDAQ:ANPI)
Historical Stock Chart
Von Jul 2023 bis Jul 2024