Angiotech Pharmaceuticals Closes Acquisition of American Medical Instruments Holdings, Inc.
23 März 2006 - 11:11PM
PR Newswire (US)
VANCOUVER, British Columbia, March 23 /PRNewswire-FirstCall/ --
Angiotech Pharmaceuticals (Nasdaq: ANPI; TSX: ANP) today announced
that it has closed the previously announced acquisition of American
Medical Instruments Holdings, Inc. (AMI), a leading independent
manufacturer of specialty, single-use medical devices, for
approximately US $785 million in cash subject to post- closing
adjustments. The transaction, which was announced on February 1,
2006, provides Angiotech with global manufacturing, marketing, and
sales capabilities and enhances the Company's ability to capitalize
on its current product pipeline in a wide range of specialty
therapeutic areas. The acquisition of AMI also significantly
diversifies Angiotech's revenue base. Thomas Bailey, Chief
Financial Officer of Angiotech, said, "This has been an exciting
and transformational event for Angiotech. The hard work and
dedication of our transaction team and advisors has enabled us to
close the AMI acquisition well ahead of our original schedule, and
we look forward to working with our new colleagues." Dr. William L.
Hunter, President and Chief Executive Officer of Angiotech, added,
"We are excited to begin this new chapter in Angiotech's history.
The acquisition of AMI provides us with people and resources to
capture greater value from our drug and biomaterial technologies
and our product pipeline, and will diversify our revenue base. With
the strong contributions of our new partners at AMI, we believe we
can establish a solid foundation for continued growth." Angiotech
Pharmaceuticals concurrently closed the sale of $250 million in
aggregate principal amount of its 7.75% Senior Subordinated Notes
due 2014 in a private placement, and entered into a $425 million
senior secured credit facility consisting of a $350 million term
facility and a $75 million revolving credit facility. At closing,
no amounts of the $75 million revolving credit facility were drawn.
The net proceeds from the sale of the $250 million 7.75% Senior
Subordinated Notes due 2014 and the $350 million term loan, as well
as cash on hand, were used to finance the acquisition. Borrowings
under the credit facility bear interest at a floating rate. The
initial interest rate on the term loan is approximately 6.5%. Pro
forma for the acquisition and financing transactions as of December
31, 2005, Angiotech's pro forma balance sheet will remain strong
with over $150 million in cash, cash equivalents, and investments
on hand remaining, and manageable levels of debt as compared to pro
forma EBITDA and free cash flow. About Angiotech Pharmaceuticals
Angiotech Pharmaceuticals, Inc. is a specialty pharmaceutical
company that discovers and develops innovative treatment solutions
for diseases or complications associated with medical device
implants, surgical interventions and acute injury or trauma. To
find out more about Angiotech Pharmaceuticals, Inc. (Nasdaq: ANPI;
TSX: ANP), please visit our website at http://www.angiotech.com/ .
About American Medical Instruments American Medical Instruments
Holdings, Inc. (AMI) is a leading independent manufacturer of a
variety of single-use medical device products for specialty areas
such as vascular surgery, interventional radiology, general
surgery, wound closure, and minimally-invasive cosmetic surgery.
AMI was formed in 2003 following the purchase of a majority
interest in several medical technology companies by RoundTable
Healthcare Partners from The Marmon Group. About the Senior
Subordinated Notes The notes are being offered and sold in the
United States only to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933 and outside the United
States to non-United States persons in compliance with Regulation S
under the Securities Act. The notes have not been registered under
the Securities Act and may not be offered or sold within the United
States, or to, or for the account or benefit of, United States
persons absent such registration, except pursuant to an exemption
from, or in a transaction not subject to such registration
requirement. The notes are also being offered and sold in certain
provinces of Canada on a private placement basis only to those
permitted to purchase notes in accordance with applicable
securities laws. This press release shall not constitute an offer
to sell or a solicitation of an offer to purchase any of these
securities and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful. Forward-Looking Statements and
Historical Financial References This press release contains
forward-looking statements, which provide our current expectations
or forecasts of future events. Forward-looking statements include,
without limitation: -- information concerning expected operational
and financial benefits from the acquisition; -- information
concerning future operations and plans for Angiotech and the
combined company; -- information concerning possible or assumed
future results of operations, trends in financial results and
business plans; -- statements about our product development
activities and schedules; -- statements about our potential or
prospects for future product sales and royalties; -- statements
about our future capital requirements and the sufficiency of our
cash, cash equivalents, investments and other sources of funds to
meet these requirements; -- other statements about our plans,
objectives, expectations and intentions; and -- other statements
that are not historical fact. In some cases, you can identify
forward-looking statements by words such as "anticipate," "believe"
or "intend," but the absence of those words does not necessarily
mean that a statement is not forward-looking. Forward-looking
statements are subject to known and unknown risks and uncertainties
and are based on potentially inaccurate assumptions that could
cause actual results to differ materially from those expected or
implied by the forward-looking statements. Our actual results could
differ materially from those anticipated in the forward-looking
statements for many reasons, including the factors described in the
section titled "Risks Related to Our Business" in our Management's
Discussion & Analysis of Financial Condition and Results of
Operations for the year ended December 31, 2005 and "Risk Factors"
in our annual information form for the year ended December 31, 2004
filed with the Securities and Exchange Commission. Other factors
besides those described in our MD&A and annual information form
could also affect actual results. You should carefully consider the
factors described in the sections referenced above when evaluating
our forward-looking statements. In addition, the forward-looking
statements contained in this press release are based upon a number
of material assumptions, all of which we believe are reasonable,
including, but not limited to, assumptions related to general
economic and business conditions remaining stable, our ability to
integrate AMI into our operations, our ability to realize
operational and other synergies related to our acquisition of AMI
in the times and amounts contemplated, our ability to realize
projected or expected financial or commercial benefits from our
acquisition of AMI, our level of indebtedness and the interest rate
applicable to our indebtedness and the level of cash flows we will
utilize to service our indebtedness will remain stable, our future
product sales or product development activities will be realized in
the times and amounts contemplated, our ability to protect the
intellectual property used by us, and our ability to respond to our
competitors. You should not unduly rely on these forward-looking
statements, which speak only as of the date of this press release.
We undertake no obligation to publicly update any forward-looking
statements to reflect circumstances or events after the date of
this press release, or to reflect the occurrence of unanticipated
events. You should, however, review the factors and risks we
describe in the reports we file from time to time with the
applicable Canadian securities commissions or similar regulatory
authorities or the Securities and Exchange Commission. DATASOURCE:
Angiotech Pharmaceuticals CONTACT: Analysts and Investors: Tom
Bailey, Angiotech Pharmaceuticals, Inc., +1-604-221-7676 ext. 6983;
Media: Steve Frankel / Eric Brielmann, both of Joele Frank,
Wilkinson Brimmer Katcher, +1-212-355-4449 Web site:
http://www.angiotech.com/
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