VANCOUVER, Dec. 2 /PRNewswire/ - Angiotech
Pharmaceuticals, Inc. (NASDAQ: ANPI; TSX: ANP) ("Angiotech " or the
"Company") today announced that it has reached an agreement (the
"Extension Agreement") with the holders (the "Consenting
Noteholders") of approximately 76% of its 7.75% Senior Subordinated
Notes (the "Subordinated Notes") to extend certain deadlines
outlined in the previously announced Recapitalization Support
Agreement dated October 29, 2010 (the "Initial Support
Agreement"). Seventy-three percent of the holders of the
Subordinated Notes executed the Initial Support Agreement and
presently, 85% of the holders of the Subordinated Notes have
consented to the Initial Support Agreement. On November 29,
2010, Angiotech and the Trustee, at the direction of a majority of
the holders of its Subordinated Notes, extended the grace period
applicable to interest payments due on the Subordinated Notes
before an event of default occurs, with such grace period
applicable to the $9.7 million semi-annual interest payment that
was due on the Subordinated Notes on October 1, 2010 extended until
December 30, 2010.
As described more fully in the press release dated October 29,
2010, under the Initial Support Agreement, the Consenting
Noteholders have agreed to exchange their Subordinated Notes for
common stock in the Company (the "Exchange Offer").
Qualifying holders of the Subordinated Notes (the "Noteholders")
participating in the Exchange Offer would receive their pro rata
share of up to 93.5% of the common stock of Angiotech issued and
outstanding following the completion of the recapitalization
transaction, subject to potential dilution. The Initial
Support Agreement provided that, as a condition precedent to the
implementation of the Exchange Offer, Noteholders comprising at
least 98% of the outstanding aggregate principal amount of the
Subordinated Notes must consent to the Exchange Offer (the "Minimum
Exchange Offer Threshold") on or before January 7, 2011.
Under the Extension Agreement, the date by which Angiotech must
commence the Exchange Offer has been extended to December 15, 2010
and the date by which the Minimum Exchange Offer Threshold must be
achieved has been extended to January 21, 2011. All other
deadlines in the Initial Support Agreement with respect to the
Exchange Offer have similarly been extended by approximately two
weeks.
The Company has also entered into an agreement (the "FRN
Extension Agreement" and, together with the Extension Agreement,
the "Extension Agreements") with holders (the "FRN Noteholders") of
approximately 53% of principal amount of the Company's existing
Senior Floating Rate Notes due 2013 (the "Existing Floating Rate
Notes") to extend to December 15, 2010 the date by which Angiotech
must commence the exchange offer outlined in the previously
announced Floating Rate Note Support Agreement dated October 29,
2010 (the "FRN Support Agreement").
As described more fully in the press release dated October 29,
2010, under the terms of the FRN Support Agreement, Angiotech will
offer to exchange Existing Floating Rate Notes for new floating
rate notes (the "New Floating Rate Notes"). The exchange
offer will be open to all qualifying holders of the Existing
Floating Rate Notes. The New Floating Rate Notes will be secured by
a second lien over the assets and property of the Company and
certain of its subsidiaries and will otherwise be issued on
substantially the same terms and conditions as the Existing
Floating Rate Notes other than amendments to certain covenants in
respect of the incurrence of additional indebtedness, liens and
change of control.
The Extension Agreements will be filed by the Company on both
SEDAR and EDGAR, and the descriptions of the Extension Agreements
contained in this press release are qualified by the full text of
the applicable Extension Agreements.
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 3rd 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.
SOURCE Angiotech Pharmaceuticals, Inc.
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