Angiotech Pharmaceuticals, Inc. Launches Exchange Offer and Consent Solicitation for up to $200,000,000 of its Senior Floating Rate Notes Due 2013
VANCOUVER, July 3, 2012 /CNW/ - Angiotech Pharmaceuticals, Inc. ("Angiotech") announced today that it has commenced an offer to exchange (the "Offer") up to $200 million in aggregate principal amount its Senior Floating Rate Notes due 2013 (the "Existing Notes") (CUSIP No.034918AH5) for new 9% Senior Notes due 2016 (the "New Notes") to be issued by Angiotech Pharmaceuticals (U.S.), Inc.
In conjunction with the Offer, Angiotech is also soliciting consents (the "Consent Solicitation") from the holders of the Existing Notes (the "Holders") to certain proposed amendments to the indenture governing the Existing Notes that, among other modifications, would provide that the New Notes and Existing Notes would vote together as a single class on certain matters. The proposed amendments to the indenture governing the Existing Notes will be set forth in a supplemental indenture and are described in more detail in the Offering Memorandum (as defined below). The supplemental indenture will not be executed unless Angiotech has received consents from holders of a majority of outstanding principal amount of the Existing Notes, and the amendments will not become operative unless and until the Company has accepted for purchase the Existing Notes pursuant to the Offer. Holders who tender their Existing Notes will be deemed to consent to the proposed amendments, and holders who consent will be required to tender their Existing Notes.
The Offer and Consent Solicitation is being made exclusively pursuant to, and upon the terms and subject to the conditions set forth in, the Offering Memorandum and Consent Solicitation Statement, dated July 3, 2012 (the "Offering Memorandum") and the related Letter of Transmittal, which are being furnished to Holders of Existing Notes.
Holders that validly tender (and do not withdraw) their Existing Notes and deliver their Consents prior to 11:59 P.M., New York City time, on July 17, 2012 (the "Early Tender Time") will be entitled to receive the New Notes with a principal amount constituting a 2.0% premium (the "Early Tender Premium") to the principal amount of the Existing Notes so exchanged, such that each $1,000 of Existing Notes so accepted for exchange shall be exchanged for $1,020.00 of New Notes rounded down to the nearest integral multiple of $1,000. Holders that validly tender their Existing Notes after the Early Tender Time and prior to the expiration of the Offer will be entitled to receive the New Notes with a principal amount equal to the principal amount of any Existing Notes so accepted for exchange, and will not be entitled to receive the Early Tender Premium. The Offer will expire at 11:59 p.m., New York City time, on July 31, 2012 unless extended or earlier terminated (the "Expiration Time").
The consummation of the Offer is conditioned upon the satisfaction or waiver of certain conditions set forth in the Offering Memorandum including, among other things, that at least $190 million in aggregate principal amount of the Existing Notes are validly tendered for exchange and not withdrawn prior to the Early Tender Time.
Tenders of Existing Notes may be validly withdrawn and the concurrent consents may be validly revoked at any time prior to the Early Tender Time, but not thereafter unless the Offer and Consent Solicitation are terminated or Angiotech is required by law to grant withdrawal and revocation rights. A valid withdrawal of tendered Existing Notes will constitute the concurrent valid revocation of such holder's related consents, and a valid revocation of consents will constitute the concurrent valid withdrawal of such holder's related tendered Existing Notes.
If more than $200 million in aggregate principal amount of Existing Notes is properly tendered prior to the Expiration Time, Angiotech intends to purchase such Existing Notes on a pro rata basis, based on principal amount tendered and regardless of when such Existing Notes were tendered, up to $200 million in aggregate principal amount.
Tenders of Existing Notes and delivery of related consents may only be made pursuant to the Offering Memorandum and related Letter of Transmittal. The Offering Memorandum and Letter of Transmittal set forth the complete terms of the Offer and Consent Solicitation. D.F. King & Co., Inc. is the information agent for the Offer and Consent Solicitation. Requests for copies of the Offering Memorandum and Letter of Transmittal should be directed to the information agent at (800) 755-7250.
This press release is not an offer to exchange any Existing Notes, a solicitation of an offer to exchange any Existing Notes, a solicitation of consents with respect to the Existing Notes, an offer to sell any New Notes or the solicitation of an offer to buy any New Notes.
The New Notes are being offered pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") contained in Section 3(a)(9) of the Securities Act. Angiotech has not filed and will not file a registration statement under the Securities Act with respect to the offer of New Notes pursuant to the Offer and Consent Solicitation.
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 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 in 2012 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 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 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; 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 pre-clinical 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 service our debt obligations; 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, 2011 filed with the SEC on March 29, 2012 on Form 10K.
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.
©2012 Angiotech Pharmaceuticals, Inc. All Rights Reserved.
Angiotech develops, manufactures and markets medical device products and technologies, primarily within the areas of interventional oncology, wound closure and ophthalmology. Our strategy is to utilize our precision manufacturing capabilities and our highly targeted sales and marketing capabilities to offer novel or differentiated medical device products to patients, physicians and other medical device manufacturers or distributors. For additional information about Angiotech, please visit our website at www.angiotech.com.For further information:
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Angiotech Pharmaceuticals, Inc.