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Angiotech To Establish Separate
Operating And Royalty Businesses
Ares Management And New Leaf Venture Partners Commit To Purchase
Convertible Notes In New Subsidiary Of $200 To $300 Million ::
Transaction Proceeds To Be Used To Reduce Angiotech Debt
VANCOUVER, BC, July 7, 2008 – Angiotech Pharmaceuticals, Inc.
(NASDAQ: ANPI, TSX: ANP), a global specialty pharmaceutical and
medical device company, today announced that Angiotech’s Board
of Directors has authorized a transaction to create a new
subsidiary, Angiotech Pharmaceutical Interventions, Inc.
("API"). Angiotech will contribute to API certain business
assets and intellectual property, which include primarily
business assets of Angiotech other than the intellectual
property and royalty revenue related to the TAXUS® coronary
stent system. The Company has entered into a note purchase
agreement with Ares Management and New Leaf Venture Partners,
under which the investors will purchase between $200 and $300
million, at the Company’s option, of convertible notes issued by
API that will be convertible into a significant minority equity
interest in API. Angiotech and its shareholders will benefit
from the future performance of API based on retaining a
significant continuing equity interest in the newly formed
subsidiary. The net proceeds from the issuance of the
convertible notes will be used to reduce Angiotech’s existing
debt, pursuant to tender offers announced and commenced
concurrent with this announcement. The transaction is subject to
approval of the Company’s shareholders and other customary
closing conditions.
"We are pleased to announce a transaction today that we believe
offers significant immediate value and risk mitigation for our
shareholders and bondholders, while retaining significant
participation in API for our shareholders," said Dr. William
Hunter, President and Chief Executive Officer of Angiotech. "We
are excited to work with our new partners at Ares and New Leaf,
who offer us considerable capital resources and business
experience, to execute our strategy of developing drug-device
combinations, locally deliverable drugs, or other novel
technologies that improve the outcomes of surgical or other
medical interventions."
"This transaction offers Angiotech the opportunity for
meaningful reduction of debt and interest expense, and allows us
to raise a total amount of proceeds greater than would have been
reasonably achievable through the consolidated company’s capital
alternatives," said Thomas Bailey, Chief Financial Officer of
Angiotech. "After considering a wide range of strategic
alternatives with the assistance of our advisors, our Board
determined that this transaction establishes a more flexible
capital structure to support our various business and product
development initiatives."
"We are pleased, together with New Leaf, to have the opportunity
to work with Angiotech to establish and capitalize API," said
Bennett Rosenthal, Senior Partner of Ares Management. "The
combination of our firms’ significant capital resources,
financial expertise and health care investing experience make us
ideal partners for API. We are all tremendously excited about
the market potential and growth trajectory of the company’s
various product opportunities."
"New Leaf and Ares believe that Angiotech has a very attractive
portfolio of marketed products and pipeline programs, and that
this transaction puts the Company in the best position to
support these assets with the investments needed to maximize
their long term potential," said Ron Hunt, Managing Director of
New Leaf Venture Partners, LLC.
Transaction Highlights
-
Raises substantial proceeds in equity-linked
security targeted to reduce cash pay debt. The proposed
transaction enables Angiotech to raise a sizable amount of
gross proceeds in the form of convertible securities that
will bear non-cash interest payable in kind, and will be
convertible into shares of Angiotech’s newly formed
subsidiary, API. The net proceeds that the Company elects to
raise will be utilized to reduce selected principal amounts
of the two cash pay debt securities of Angiotech currently
outstanding, significantly reducing Angiotech’s cash
interest expense and thereby improving interest coverage and
debt ratios.
-
Retain majority API stake for Angiotech
shareholders. This transaction leaves a pro forma API
initial ownership stake of between 52% and 68% for
Angiotech’s existing shareholders (measured accounting for
the convertible notes on an "if converted" basis at
closing). Importantly, Angiotech’s existing shareholders
will continue to participate meaningfully in the success of
the various API businesses and product opportunities,
including API’s proprietary Quill SRS™ technology and its
recently approved 5-flourouracil-eluting central venous
catheter.
-
Mitigates risks related to Angiotech’s
drug-eluting stent royalty revenue and cash flows. The debt
and cash interest expense reduction that may be achieved,
combined with the significant implied equity value of
Angiotech’s ownership stake in API, should improve
Angiotech’s ability to continue to meet its debt obligations
should royalties received from its partner Boston Scientific
Corporation ("BSC") decline from current levels as a result
of additional competitive entrants into the market for
drug-eluting stents.
-
Unlock and capture value embedded in
Angiotech’s non-TAXUS assets. The conversion ratio of the
securities issued implies a total equity value for API of
$625 million, assuming $75 million in cash and cash
equivalents at API at closing and no debt, other than the
guarantees of the remaining amounts of Angiotech’s two
existing debt issues. The proposed transaction at this value
enables Angiotech to raise a significant amount of capital
to address the Company’s current capital structure issues
with more limited dilution than would likely be possible if
Angiotech were to attempt to raise similar amounts of
capital using security structures available to Angiotech on
a consolidated basis.
-
Flexible transaction size to optimize use of
capital. Angiotech expects to raise a minimum of US$200
million in gross proceeds through this transaction.
Depending upon the interest level in the contemplated tender
offers for Angiotech’s two outstanding debt issues, the
Company may elect to raise up to US$300 million. This
transaction structure allows Angiotech the flexibility to
elect to raise a variable amount of capital, at the
Company’s option, depending on the expected cost of retiring
selected amounts of each outstanding debt issue.
-
Align capitalization with business risk,
strategy and structures. By forming and capitalizing API,
Angiotech has established a plan to achieve a more equity
oriented capital structure for its operating businesses,
more consistent with its original strategy and with peer
companies in the life sciences industry. With the
opportunity to pursue an initial public offering of API in
the future, or other financial and strategic alternatives
together with Ares and New Leaf, API will have improved
financial flexibility, enabling API to better capitalize on
its various business and product development opportunities.
In addition, by selectively reducing cash pay debt,
Angiotech expects the remaining royalty revenue derived from
its partners BSC and Cook Group Incorporated ("Cook") will
be adequate to service any remaining debt. The various
assets, including the royalty business and API equity stake,
owned by Angiotech will also allow continued exploration of
additional financing and strategic alternatives to
potentially further reduce or eliminate remaining Angiotech
debt.
Transaction Description and Plan
-
Transaction Process. In late 2007 and early
2008, Angiotech management and its Board of Directors
discussed and reviewed various financial and strategic
alternatives, with the goal of evaluating and pursuing
selected opportunities to reduce debt, mitigate certain
risks and improve shareholder value. As a result of this
review, Angiotech conducted a process, together with its
financial and legal advisors, in which multiple potential
investors were contacted to evaluate an investment in API.
Angiotech received and evaluated multiple proposals over the
past several months, and ultimately concluded negotiations
with Ares and New Leaf.
-
Formation of API. API has been established
as a Delaware corporation, with principal executive offices
in Vancouver, British Columbia. Immediately prior to the
close of the transaction, Angiotech and API will enter into
agreements to transfer to API certain assets and liabilities
of Angiotech, which primarily include the various operating
business assets and product development programs of
Angiotech, and exclude (i) intellectual property and royalty
revenue related to BSC’s TAXUS paclitaxel-eluting coronary
stent system; (ii) potential royalty and other income from
certain other uses of paclitaxel licensed to BSC and Cook
(including uses relating to Cook’s ZILVER® PTX paclitaxel-eluting
peripheral vascular stent); (iii) potential royalty and
other income from certain other uses of paclitaxel licensed
to Broncus Technologies Incorporated ("Broncus") relating to
the Exhale® paclitaxel-eluting lung stent; and (iv) certain
other assets and liabilities not related to the ongoing
business of API. The business of Angiotech prior to the
transaction consists primarily of the business assets to be
transferred to API, and the license agreements with BSC,
Cook and Broncus. For the year ended December 31, 2007,
Angiotech had $288 million in revenue, $111 million of which
was royalty revenue derived mainly from BSC, and $177
million of which was product and royalty revenue derived
from the assets to be transferred to API.
-
Financing Transaction. The Company has
entered into a Note Purchase Agreement, providing for the
issuance and sale of between $200 million and $300 million
of convertible notes to Ares Management and New Leaf Venture
Partners. The convertible notes will have an initial
conversion price of $20 per share, and each $1,000 principal
amount of convertible notes will be convertible into 50
shares of API, implying an initial equity value for API of
$625 million assuming $75 million in cash and cash
equivalents at API at closing and no debt, other than the
guarantees of remaining amounts of Angiotech’s two existing
debt issues. The convertible notes will be convertible into
32% to 48% of the common stock of API, depending upon the
final initial transaction size, calculated on an "if
converted" basis and without taking into account any future
dilution resulting from additional pay in kind convertible
notes, or any incentives to be issued to API employees under
plans to be established for API. The notes will bear
interest at a weighted average rate that will equate to
7.75% per annum, and will be payable semiannually in kind in
additional convertible notes. The notes are convertible into
API common stock at any time after September 30, 2009, or
upon the occurrence of certain qualified transactions,
including an initial public offering of API that attains
certain valuation thresholds, a sale or disposition of API
or a change in control, sale or disposition of Angiotech
while Angiotech retains a majority interest in API.
-
Tender Offers. Under the terms of the
transaction, API will pay the net proceeds from the sale of
convertible notes to Angiotech. The net proceeds will be
used to consummate tender offers to repurchase portions of
Angiotech’s Senior Floating Rate Notes due 2013 and its
7.75% Senior Subordinated Notes due 2014, each as tendered
by holders in response to tender offers that Angiotech
expects to close simultaneously with the transaction. As of
June 30, 2008, Angiotech had an outstanding principal
balance of $575 million under the Existing Notes.
-
Remaining Angiotech Debt. Remaining debt at
Angiotech upon closing will be serviced primarily by cash
flows generated from royalties derived from the assets to be
retained by Angiotech, including any royalties received from
BSC, Cook or Broncus. In addition, Angiotech’s remaining
debt obligations will continue to be subject to a guarantee
by API.
-
Board of Directors and Management. The Board
of Directors of Angiotech is expected to remain as comprised
prior to the close of the transaction. William Hunter and
Thomas Bailey will remain in their current positions as CEO
and CFO of Angiotech respectively. The Board of Directors of
API is expected to include three members appointed by
Angiotech’s Board of Directors, three members selected by
Ares, and a new, independent director to be selected by
Angiotech. Substantially all of the executive officers,
management and employees of Angiotech will continue in
similar capacities with API, with the exception of David
Hall, Angiotech’s Chief Compliance Officer, who is expected
to be named to the position of President of Angiotech upon
the close of the transaction.
-
Future Potential Transactions, Strategic
Alternatives. It is anticipated that Angiotech may pursue
additional transactions in the future, including an initial
public offering of API or a sale or securitization of API or
of Angiotech’s other assets, including potentially its
royalty businesses, which may serve to further reduce
Angiotech debt or that may realize additional value for
Angiotech shareholders.
-
Tax impact of the transaction, or future
transactions. The initial transaction is not expected to
result in material tax consequences for Angiotech, or
Angiotech shareholders. Future tax consequences will depend
upon the type and timing of any transaction or type of
disposition of any of Angiotech’s assets pursued, if any,
and the valuation achieved in such transaction or
transactions.
-
Conditions and Anticipated Close. An
independent Special Committee of the Board of Directors of
Angiotech has recommended that the Board (a) approve the
transaction, and (b) recommend that the shareholders vote in
favor of the transaction. The transaction is subject to the
approval of Angiotech’s shareholders, and other customary
conditions. The transaction is expected to be completed
later in the third quarter or early in the fourth quarter of
2008.
Goldman, Sachs & Co. is serving as Angiotech’s financial advisor
and Sullivan & Cromwell LLP and Borden Ladner Gervais LLP are
serving as its legal advisors. Merrill Lynch Canada Inc. is
serving as financial advisor to the Special Committee of the
Board of Directors of Angiotech, and Lawson Lundell LLP is
serving as the legal advisor to the Special Committee.
Proskauer Rose LLP is serving as legal advisor to Ares
Management, and Latham & Watkins LLP is serving as legal advisor
to New Leaf Venture Partners.
Conference Call Information
A conference call to discuss this transaction will be held
today, Monday, July 7, 2008 at 5:30 AM PT (8:30 AM ET).
Dial-in information: North America (toll free): (800) 638-4930
International: (617) 614-3944
Enter passcode: 83196265 A replay archive of the conference call
will be available until July 14 by calling (888) 286-8010 (North
America) or (617) 801-6888 (International) and entering passcode
57624159.
A live webcast will be available to all interested parties
through the Investors section of Angiotech’s website at
www.angiotech.com
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:
ANPI, TSX: ANP), please visit our website at
www.angiotech.com.
About Ares Management LLC
Founded in 1997 by a group of experienced investment
professionals, Ares manages investment capital in private
equity, capital markets (principally leveraged loans, high-yield
bonds, and distressed debt), and private debt (primarily through
Ares Capital Corporation [Nasdaq: ARCC], a publicly-traded
specialty finance company). Through these three complementary
lines of business, Ares has the ability to provide capital to
companies at any place in the capital structure and at any stage
of development. Ares is an SEC registered investment advisor and
has grown committed capital under management from approximately
$3.8 billion of committed capital in 2003 to in excess of $25
billion as of mid-2008. As of June 2008, Ares (based in Los
Angeles, California) has more than 240 employees with offices in
Los Angeles, New York and London. For more information, visit
the Ares website at
www.aresmgmt.com.
About New Leaf Venture
Partners
NLV Partners is a life science-dedicated venture capital firm
with offices in Menlo Park and New York. Founded by an
experienced team of venture capitalists with deep healthcare
industry experience, NLV Partners invests primarily in companies
focused on clinical-stage biopharmaceutical products,
early-stage medical devices, and molecular diagnostics. NLV
Partners manages over $1.3 billion of assets, including NLV-I,
NLV-II and the healthcare technology portfolio of Sprout Group.
For further information, visit the NLV Partners website at
www.nlvpartners.com.
Contact
Sage Baker, Investor Relations and Corporate Communications
Angiotech Pharmaceuticals, Inc.
(604) 221-6933 sbaker@angio.com
Deirdre Neary, Investor Relations and Corporate Communications
Angiotech Pharmaceuticals, Inc.
(604) 222-7056 dneary@angio.com
Steve Frankel Joele Frank, Wilkinson Brimmer Katcher
Office (212) 355-4449 x 119 Cell (917) 952-0676
sfrankel@joelefrank.com www.joelefrank.com
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