VANCOUVER, Jan. 12 /PRNewswire/ - Angiotech Pharmaceuticals,
Inc. (NASDAQ: ANPI; TSX: ANP) ("Angiotech " or the "Company") today
announced that it has reached an agreement (the "Third Extension
Agreement") with the holders (the "Consenting Noteholders") of a
majority of the outstanding 7.75% Senior Subordinated Notes (the
"Subordinated Notes") to extend certain deadlines outlined in the
previously announced Recapitalization Support Agreement dated
October 29, 2010 and amended on
November 29, 2010 and December 15, 2010 (as amended, the "Support
Agreement"). Seventy-three percent of the holders of the
Subordinated Notes initially executed the Support Agreement and
support has increased such that presently 84% of the holders of the
Subordinated Notes have agreed to be bound by the Support
Agreement.
As described more fully in the press release dated October 29, 2010, under the Support Agreement,
the Consenting Noteholders have agreed to exchange their
Subordinated Notes for common stock in the Company (the "Exchange
Offer"). Qualifying holders of the Subordinated Notes (the
"Noteholders") participating in the Exchange Offer would receive
their pro rata share of up to 93.5% of the common stock of
Angiotech issued and outstanding following the completion of the
recapitalization transaction, subject to potential dilution. The
Support Agreement provided that, as a condition precedent to the
implementation of the Exchange Offer, Noteholders comprising at
least 98% of the outstanding aggregate principal amount of the
Subordinated Notes must consent to the Exchange Offer (the "Minimum
Exchange Offer Threshold").
Under the Third Extension Agreement, the date by which Angiotech
must commence the Exchange Offer or otherwise commence
implementation of the recapitalization has been extended to
January 28, 2011. Additionally, the
date by which the Minimum Exchange Offer Threshold must be achieved
has been extended to February 28,
2011. Certain other deadlines in the Support Agreement with
respect to the Exchange Offer and the recapitalization have been
extended.
As described in the press release dated October 29, 2010, the Company may be required to
pursue the recapitalization transaction pursuant to a plan of
arrangement under the Canada Business Corporations Act or a plan of
compromise or arrangement under the Companies' Creditors
Arrangement Act and/or other court proceedings.
The Company has also entered into an agreement (the "Third FRN
Extension Agreement" and, together with the Third Extension
Agreement, the "Extension Agreements") with holders (the "FRN
Noteholders") of a majority of the Company's existing Senior
Floating Rate Notes due 2013 (the "Existing Floating Rate Notes")
to extend to January 28, 2011 the
date by which Angiotech must commence the exchange offer outlined
in the previously announced Floating Rate Note Support Agreement
dated October 29, 2010 and amended on
November 29, 2010 and December 15, 2010 (as amended, the "FRN Support
Agreement").
As described more fully in the press release dated October 29, 2010, under the terms of the FRN
Support Agreement, Angiotech will offer to exchange Existing
Floating Rate Notes for new floating rate notes (the "New Floating
Rate Notes"). The exchange offer will be open to all qualifying
holders of the Existing Floating Rate Notes. The New Floating Rate
Notes will be secured by a second lien over the assets and property
of the Company and certain of its subsidiaries and will otherwise
be issued on substantially the same terms and conditions as the
Existing Floating Rate Notes other than amendments to certain
covenants in respect of the incurrence of additional indebtedness,
liens and change of control.
The Extension Agreements will be filed by the Company on both
SEDAR and EDGAR, and the descriptions of the Extension Agreements
contained in this press release are qualified by the full text of
the applicable Extension Agreements.
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," "estimates,"
"continues," "anticipates," "intends," "expects" and similar
expressions, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 and
constitute "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 remainder of 2011 and beyond, our strategies or future
actions, our targets, expectations for our financial condition and
the results of, or outlook for, our operations, research and
development and product and drug development. 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 known 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: general economic and business conditions in the United States, Canada and the other 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 legislation and
regulations and changes in, or the failure to comply with,
governmental legislation and regulations; availability of financial
reimbursement coverage from governmental and third-party payers for
products and related treatments; 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, to expand
manufacturing and commercialization activities; and any other
factors that may affect our performance. In addition, our business
is subject to certain operating risks that may cause any 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
preclinical and clinical development of our products; changes in
our 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 availability of
capital to finance our activities; our ability to restructure and
to service our debt obligations; and any other factors referenced
in our other filings with the applicable Canadian securities
regulatory authorities or the Securities and Exchange Commission
("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,
2009 filed with the SEC on Form 10-K, as amended, and our
quarterly report for the 3rd quarter of 2010 filed with the SEC on
Form 10-Q.
Given these uncertainties, assumptions and risk factors,
investors 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.
©2011 Angiotech Pharmaceuticals, Inc. All Rights Reserved.
About Angiotech
Angiotech Pharmaceuticals, Inc. is a global specialty
pharmaceutical and medical device company. 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: ANPI, TSX: ANP), please visit our website at
www.angiotech.com.
SOURCE Angiotech Pharmaceuticals, Inc.
Copyright . 12 PR Newswire