Angiotech announces agreement to acquire STS Biopolymers, Inc.
14 November 2003 - 2:47PM
PR Newswire (US)
Angiotech announces agreement to acquire STS Biopolymers, Inc.
VANCOUVER, BC and HENRIETTA, NY, Nov. 14 /PRNewswire-FirstCall/ --
Angiotech Pharmaceuticals, Inc. today announced that it has entered
into an agreement and plan of merger to acquire all of the
outstanding shares of STS Biopolymers, Inc. ("STS") for cash
consideration of approximately US $23 million. STS is a privately
owned company located in Henrietta, New York, specializing in the
development and manufacture of state-of-the-art biocompatible
coatings for medical devices. The transaction is expected to close
by the end of December 2003 and is subject to the approval of STS's
shareholders as well as other customary closing conditions. The
acquisition will be accounted for using the purchase method of
accounting. With today's announcement, Angiotech welcomes to its
team an experienced group of STS scientists and managers with
skills in biocompatible coatings that complement Angiotech's
expertise in product development for next-generation drug-coated
medical devices and surgical implants. STS's coatings are in
commercial use on a wide range of medical devices including
vascular, neurointerventional catheters, dilators, cannulae,
gastroenteral feeding tubes, urinary catheters, blood filters,
infusion catheters, and guidewires. "I am impressed by STS's
diversity of commercially approved products and their development
expertise," said William L. Hunter, President and CEO of Angiotech.
"Of special interest, these coatings lend themselves to
drug-loading, enabling us to develop new next-generation drug
loaded products." "This is a major forward step in the growth of
STS Biopolymers," said Richard Richmond, CEO of STS Biopolymers.
"We are excited about the advances Angiotech with STS Biopolymers
will bring to the medical field." STS has been developing and
manufacturing biocompatible coatings for medical devices since
1991. They also license a series of hydrophilic lubricious
(SLIP-COAT(R)), drug delivery (MEDI-COAT(R)) and medical imaging
(ECHO-COAT(R)) coatings to a wide variety of medical device
partners. The first product, a line of ultrasound biopsy and
aspiration needles, was introduced worldwide in 1999. SLIP-COAT(R)
is a lubricious coating that uses the body's fluids to reduce
friction by more than 90%. The technology comprises a patented,
non-reactive hydrophilic/hydrophobic polymer matrix, which can be
varied to optimize performance characteristics such as lubricity,
flexibility and hydration. MEDI-COAT(R) is a family of
biocompatible coatings comprising a patented hybrid polymer system
designed for localized delivery of bioactive agents from medical
device surfaces. MEDI-COAT(R) technology consists of drugs
entrapped in patented mixtures of hydrophilic and hydrophobic
polymers, which are designed for controlled elution of the drug
from the coated surface. Examples of classes of drugs suitable for
coatings that could be used with MEDI-COAT(R) include
anti-infective drugs, anti-thrombogenics, anti-proliferative drugs
and scar-forming drugs. In addition, a patented BOND-COAT(R) primer
system allows adhesion of various agents to metal substrates with
the flexibility to meet the potential requirements of many metal
medical devices, such as cochlear implants, implanted cardioverter
defribrillators (ICDs), orthopedic hardware, screws, plates, spinal
cages, and lead wires to name a few. ECHO-COAT(R) is a
biocompatible surface treatment used in ultrasound imaging
technology allowing medical devices to shine brightly in ultrasound
images and giving practitioners unparalleled visual feedback during
interventional procedures. Regular needles are not easily seen
under ultrasound guidance, as the relationship of the needle must
be kept parallel to the transducer (perpendicular to the ultrasound
beam). This positioning cannot always be obtained. ECHO-COAT(R)
coating has the ability to trap microscopic air bubbles which
creates thousands of highly efficient ultrasound reflectors on the
surface of the ultrasound needle. With the result of this greater
echogenicity, or visibility, procedures never before considered
practical by ultrasound guidance are now possible. STS currently
has 46 employees, including 36 at the company's headquarters in
Henrietta, NY, and 10 at STS's Dutch subsidiary, MCTec B.V. An
inter-company integration team is being assembled to manage the
transition and ongoing business relationships with STS's customers.
Angiotech is in the business of enhancing the performance of
medical devices and surgical implants through the innovative use of
pharmacotherapeutics. To find out more about Angiotech
Pharmaceuticals, Inc (NASDAQ:ANPINASDAQ:TSX:NASDAQ:ANP), visit our
website at http://www.angiotech.com/. Statements in this press
release regarding the proposed transaction between Angiotech and
STS, the expected timetable for completing the transaction, future
financial and operating results, benefits and synergies of the
transaction, future opportunities for the combined company,
discovery and development of products, potential acquisitions,
strategic alliances and intellectual property, and any other
statements about Angiotech or STS managements' future expectations,
beliefs, goals, plans or prospects constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Any statements that are not statements of
historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," estimates and
similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including: the
inability to consummate the transaction; the inability to obtain
all necessary regulatory and shareholder approvals; the inability
of Angiotech to successfully integrate STS's operations and
employees; the inability to realize anticipated synergies and cost
savings; the inability to obtain assignment for licenses with third
parties; adverse results in drug discovery and clinical development
processes; failure to obtain patent protection for discoveries;
commercialization limitations imposed by patents owned or
controlled by third parties; dependence upon strategic alliance
partners to develop and commercialize products and services based
on our work; difficulties or delays in obtaining regulatory
approvals to market products and services resulting from the
combined company's development efforts; the requirement for
substantial funding to conduct research and development and to
expand commercialization activities; and any other factors that may
affect performance. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking
statements. Angiotech and STS 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 herein to reflect
future results, events or developments. DATASOURCE: Angiotech
Pharmaceuticals, Inc. CONTACT: Angiotech Pharmaceuticals Contact:
Ian Harper, (investors & media) ext. 6933; Rui Avelar, MD,
(analysts) ext. 6996; Phone: (604) 221-7676
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