Angiotech Pharmaceuticals, Inc. Announces Commencement of Arbitration and Litigation Proceedings by QSR Holdings, Inc. Against the Company And Certain of Its Subsidiaries
Angiotech Intends to Vigorously Defend Against the Claims
VANCOUVER, Oct 6 /CNW/ - Angiotech Pharmaceuticals, Inc. (NASDAQ: ANPI; TSE: ANP) ("Angiotech" or the "Company") today announced that on October 4, 2010, the Company was notified that QSR Holdings, Inc. ("QSR"), as the representative for the former stockholders of Quill Medical, Inc. ("QMI"), made a formal demand to the American Arbitration Association naming as respondents the Company, together with its subsidiaries QMI and Angiotech Pharmaceuticals (US), Inc. ("Angiotech US" and, together with Angiotech and QMI, the "Respondents"). The arbitration demand alleges that the Respondents failed to satisfy certain obligations under the Agreement and Plan of Merger, dated May 25, 2006, by and among Angiotech, Angiotech US, Quaich Acquisition, Inc. and QMI (the "Merger Agreement"), and seeks either direct monetary damages or, in the alternative, extension for one calendar year of certain earn-out periods as more fully set forth in the Merger Agreement.
In addition, on October 5, 2010, the Company was served with the Summons and Complaint in an action commenced in the United States District Court for the Middle District of North Carolina on October 1, 2010 by QSR, entitled QSR Holdings, Inc. v. Angiotech Pharmaceuticals, Inc., Angiotech Pharmaceuticals (US), Inc. and Quill Medical, Inc., 1:10-cv-754 (the "Federal Litigation"). The Complaint in the Federal Litigation alleges, among other items, that (a) Angiotech breached certain contractual obligations under the Merger Agreement; (b) that certain misrepresentations or omissions were made by Angiotech during the initial negotiation of the Merger Agreement; and (c) tortious interference. QSR is seeking damages in an unstated amount together with punitive damages and/or attorneys fees to the extent allowed by law.
Given the nascent stages of these proceedings, it is not possible at this time to predict the outcome of the Federal Litigation or of any arbitration or other proceeding that may result from the Arbitration Demand. The Respondents intend to vigorously defend the Federal Litigation and any arbitration or other proceeding that may result from the Arbitration Demand.
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 2010 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 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 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 2nd 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.
©2010 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.
Rick Smith
Investor Relations and Corporate Communications
Angiotech Pharmaceuticals, Inc.
(604) 221-6933
ir@angio.com