Angiotech To Commence Cash Tender Offer for Senior Floating Rate Notes Due 2013 and 7.75% Senior Subordinated Notes Due 2014



    VANCOUVER, July 7 /CNW/ - Angiotech Pharmaceuticals, Inc. ("Angiotech")
(NASDAQ:   ANPI, TSX: ANP), a global specialty pharmaceutical and medical device
company, today announced the commencement of a cash tender offer of the
outstanding notes listed below (the "Notes") in an amount that will result in
an aggregate purchase price (including accrued and unpaid interest and the
"Early Tender Premiums" listed in the table below) of $165 million for all
Notes purchased. Closing of the tender offer is conditioned upon the closing
of the concurrently announced investment in Angiotech Pharmaceutical
Interventions ("API"), a newly formed subsidiary of Angiotech, by Ares
Management LLP and New Leaf Venture Partners, and shareholder approval of that
investment, among other conditions. The terms and conditions of the tender
offer are described in an Offer to Purchase, dated July 7, 2008 (the "Offer to
Purchase"), and an accompanying "Letter of Transmittal," which are being sent
to holders of Notes. The Notes and the consideration offered for each series
of notes are outlined in the following table:

    
                                                             Total
                                    Aggregate                Tender    Early
                                    Principal   Acceptance   Offer     Tender
    CUSIP          Title of           Amount     Priority   Consider-   Prem-
    Number         Security        Outstanding   Level     ation(1)(2) ium(2)
    ---------- ------------------ ------------- ---------- ---------- -------
    034918AF9  Senior Floating
                Rate Notes
                due 2013          $325,000,000     1       $950.00    $40.00
    034918AC6  7.75% Senior
                Subordinated Notes
                due 2014          $250,000,000     2       $800.00    $40.00

    1)  Includes the Early Tender Premium per $1,000 principal amount of
        Notes for each series and excludes accrued and unpaid interest, which
        will be paid in addition to this amount.
    2)  Per $1,000 principal amount of Notes accepted for purchase.
    

    The tender offer will expire at 12:00 midnight, New York City time, on
August 22, 2008, unless extended or earlier terminated (the "Expiration
Date"). Holders of Notes must validly tender and not validly withdraw their
Notes on or before 5:00 p.m., New York City time, on July 18, 2008 (the "Early
Tender Date") unless extended, to receive the applicable "Total Tender Offer
Consideration," which includes the applicable Early Tender Premium set out in
the table above, plus accrued and unpaid interest. Holders of Notes who
validly tender their Notes after the Early Tender Date and on or before the
Expiration Date and whose Notes are accepted for purchase will receive a
payment equal to the applicable Total Tender Offer Consideration less the
applicable Early Tender Premium (the "Late Tender Offer Consideration"), plus
accrued and unpaid interest.
    As set forth in the Offer to Purchase, Notes tendered on or before
5:00 p.m., New York City time, on July 18, 2008 (the "Withdrawal Date") may be
validly withdrawn at any time on or before the Withdrawal Date. Notes tendered
after the Withdrawal Date but before the Expiration Date may not be withdrawn,
except in the limited circumstances described in the Offer to Purchase.
    The settlement date will be the second business day following the
Expiration Date or promptly following the Expiration Date (the "Settlement
Date"). Assuming the tender offer is not extended, the Settlement Date is
expected to be August 26, 2008. In addition to the applicable Total Tender
Offer Consideration or applicable Late Tender Offer Consideration, as the case
may be, holders whose Notes are accepted for purchase will receive accrued and
unpaid interest up to, but not including, the Settlement Date. Angiotech may
purchase in the tender offer an additional amount of Notes not to exceed 2% of
the aggregate principal amount of each Series of Notes outstanding without
amending or extending the tender offer or may elect to increase the size of
the tender offer beyond such a 2% increase, subject to applicable legal
requirements described in the Offer to Purchase.
    Angiotech is offering to pay $165 million (including accrued and unpaid
interest and the Early Tender Premiums) for all Notes purchased. The amounts
of each series of Notes that are purchased in the tender offer will be
determined in accordance with the "Acceptance Priority Level" described in the
Offer to Purchase. All Senior Floating Rate Notes due 2013 (the "First
Priority Notes") will be accepted before any 7.75% Subordinated Notes due 2014
(the "Second Priority Notes") are accepted. The tender is conditioned upon,
among other things, (a) the tender of an amount of First Priority Notes that
will result in a purchase price (including accrued and unpaid interest and the
Early Tender Premiums) for the First Priority Notes of at least $85.8 million
and (b) the tender of an amount of all Notes that will result in a purchase
price equal to $165 million (including accrued and unpaid interest and the
Early Tender Premiums) (collectively, the "Minimum Tender Condition"). The
tender of Second Priority Notes is limited to an amount of Second Priority
Notes that will not result in a purchase price (including accrued and unpaid
interest and the Early Tender Premiums) for the Second Priority Notes that
exceeds $79.2 million.
    In addition to the Acceptance Priority Level and minimum and maximum
amounts described above, depending on the amount of Notes tendered, the amount
of Notes accepted for purchase from each holder tendering may be subject to
proration.
    Angiotech's obligation to accept for payment and to pay for Notes validly
tendered and not withdrawn pursuant to the tender offer is conditioned upon
(a) the Minimum Tender Condition, (b) the consummation of the concurrently
announced investment in API which requires approval from Angiotech's
shareholders and (c) satisfaction of certain general conditions.

    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.





For further information:

For further information: 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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