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Last updated on April 16, 2014 at 8:44 EDT

Angiotech announces sale of Interventional Products Business to Argon Medical Devices, Inc.

March 25, 2013

VANCOUVER, March 25, 2013 /PRNewswire/ – Angiotech Pharmaceuticals, Inc.
(“Angiotech”) announced today that it had entered into a definitive
agreement to sell certain of its subsidiaries, comprising Angiotech’s
Interventional Products Business, to Argon Medical Devices, Inc.
(“Argon”), a portfolio company of RoundTable Healthcare Partners, for
$362.5 million in cash consideration. Angiotech expects the transaction
will close prior to the end of April 2013.

“This important transaction will enable Angiotech to retire all of its
remaining debt obligations, and in addition will provide excess cash
proceeds, which we plan to use to provide an immediate return to our
shareholders and to invest in our remaining businesses,” said Thomas
Bailey, President and CEO of Angiotech. “This event represents a
culmination of turnaround efforts we initiated upon concluding our 2011
restructuring, and is a direct result of the exceptional and improved
business results our teams were able to achieve in 2012. We would like
to offer our admiration and sincere thanks to the dedicated management
and employees of our Interventional Products Business for their
resilience through many changes, teamwork and achievements.”

“We are excited to turn our efforts to investing in and executing
opportunities in our Surgical Products business, where we still see
much untapped opportunity for our proprietary Quill product line, our
Look and Sharpoint general wound closure products, and our ophthalmic
products,” said Tammy Neske, Chief Business Officer of Angiotech. “In
addition, we have retained our recently FDA approved BioSentry
(Bio-Seal) product line as part of this transaction, and we will
continue to explore commercial and development opportunities for
BioSentry while initiating U.S. commercial activities and making it
available for customers.”

Highlights and selected terms of the transaction include:

        --  The businesses being acquired by Argon include all
            manufacturing, commercial and administrative operations
            relating to Angiotech's Interventional Products Business. Key
            product lines in this business include Angiotech's
            BioPince(TM) full core biopsy devices, Tru-Core(TM) II
            (fully automatic) and SuperCore(TM) (semi-automatic)
            disposable biopsy instruments, T-Lok(TM) bone marrow biopsy
            devices, andSkater(TM) drainage catheters, among other
            products. Angiotech's Interventional Products Business also
            manufactures components for other third party medical device
            manufacturers, operates manufacturing facilities in Wheeling,
            IL, Gainesville, FL and Stenlose, Denmark and employs a direct
            sales and marketing organization in the U.S. and Europe.
            Angiotech's Interventional Products Businesses recorded $101.6
            million in revenue in the 12 month period ended December 31,
            2012.

        --  Consideration for the transaction will total $362.5 million in
            cash, subject to a potential working capital adjustment, with
            $347.5 million to be received upon the close of the
            transaction, and $15 million to be retained in escrow for a
            period of 12 months to secure indemnification obligations
            relating to the transaction.

        --  Angiotech expects to use the proceeds received from the
            transaction to repay all of its remaining outstanding debt
            obligations, including remaining amounts due under its Senior
            Floating Rate Notes due December 2013 and the Senior Notes due
            December 2016. Angiotech also expects to terminate its
            revolving credit facility with Wells Fargo Capital Finance upon
            the close of the transaction.

        --  The transaction is subject to approval of Angiotech
            shareholders. Shareholders representing approximately 70% of
            Angiotech's outstanding shares have signed voting agreements in
            connection with the transaction, and have agreed to vote their
            shares in favor of the proposed transaction.

        --  The transaction is conditioned on, among other things,
            expiration of applicable waiting periods under the U.S. Hart
            Scott Rodino Act.

        --  Angiotech expects to make a cash distribution, in the form of a
            return of capital, to shareholders in an amount to be
            determined shortly after the close of the transaction, and
            subsequent to the repayment of Angiotech's debt obligations,
            final payment of all transaction related fees and expenses, and
            final determination by management and the Board of Directors as
            to the operating cash needs of Angiotech's remaining
            businesses.

Upon the conclusion of the transaction, Angiotech will retain its
Surgical Products Business and its Royalty Business. Revenue recorded
by Angiotech in the twelve months ended December 31, 2012 from these
businesses was $123.1 million and $15.1 million respectively. Key
product lines in Angiotech’s Surgical Products business include wound
closure products such as the Quill(TM) knotless tissue closure device,
Look(TM) brand sutures for general and dental surgery and Sharpoint(TM)
UltraGlide and Microsurgical sutures, and ophthalmic products such as
the Sharpoint(TM) brand ophthalmic surgical blades. Angiotech’s Surgical
Products Business also manufactures components for other third party
medical device manufacturers, and operates manufacturing facilities in
Reading, PA, Aguadilla, PR and Taunton, England. Angiotech’s Surgical
Products Business also employs a specialized direct sales and marketing
team, with dedicated groups focused on its wound closure, ophthalmology
and medical components product lines respectively.

Angiotech’s Royalty Business comprises a portfolio of intellectual
property relating to a variety of biomaterial, drug and medical device
related technologies and technology applications. The most significant
intellectual property in this portfolio is related to the use of the
drug paclitaxel in treating certain conditions, including certain side
effects that may occur coincident with the implantation of medical
devices. Angiotech has licensed this aspect of its intellectual
property portfolio to its partners Boston Scientific Corporation
(“BSC”) and Cook Medical, Inc. (“Cook”) for application in drug-eluting
stents used to treat coronary and peripheral artery disease. Virtually
all of Angiotech’s Royalty Business revenue in 2012 was derived from
royalties received from BSC and Cook.

Angiotech will also retain all intellectual property, rights, assets and
inventory related to its BioSentry(TM) (formerly Bio-Seal) product line,
which was recently approved for sale in the U.S. by the U.S. Food and
Drug Administration (“FDA”). Coincident with the transaction, Angiotech
concluded a three year Manufacturing and Supply Agreement with Argon
with respect to BioSentry. Argon will not, as part of this agreement,
have commercialization rights to BioSentry. U.S. commercial launch
activities for this product line will continue, and customers may
inquire or place orders for BioSentry through Angiotech’s existing
customer service line.

Lastly, Angiotech will retain real property assets located in Stenlose,
Denmark as part of the transaction, and will retain net proceeds
generated upon any sale of such real property assets subsequent to
Angiotech and Argon concluding Angiotech’s previously announced
transfer of production activities from Stenlose to facilities located
in the U.S. Such transfer is currently expected to conclude during the
first half of 2013.

Upon the close of the transaction, Angiotech will cease to be a
voluntary reporting public issuer, and will therefore no longer file
financial or other information with the U.S. Securities and Exchange
Commission. Angiotech expects to continue to provide certain financial
information, including audited annual financial information and
selected interim quarterly financial information, via a private portal
accessible to shareholders of record. Further information will be
forthcoming upon the close of the transaction. Angiotech plans to file
its 2012 annual report on form 10-K in ordinary course at or around
March 31, 2013. Angiotech will also postpone its upcoming investor
call, currently scheduled for April 2, 2013, to a later date subsequent
to the close of the transaction, at which point Angiotech plans to
conduct a conference call, accessible to shareholders of record, to
discuss its future plans for its remaining businesses.

Angiotech’s financial advisors respecting the transaction were Moelis &
Company and Houlihan Lokey. Angiotech was represented by its legal
counsel, Irell & Manella LLP in the transaction, and was represented by
Stikeman Elliott LLP on Canadian legal matters.

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 in 2013 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, Canada and the other regions in which we operate; market
demand; competition; technological changes that could impact our
existing products or our ability to develop and commercialize future
products; 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 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
successfully manufacture, market and sell our products; changes in our
business strategy or development plans; our ability to attract and
retain qualified personnel; our ability to successfully complete
pre-clinical and clinical development of our products; 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; 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, 2012 to be filed with the SEC on Form 10K no later than April 1,
2013.

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.

(©)2013 Angiotech Pharmaceuticals, Inc. All Rights Reserved.

About Angiotech

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.

About Argon Medical Devices

Argon Medical is a global manufacturer of specialty medical products
headquartered in Plano, Texas.  Argon offers a broad line of medical
devices for interventional radiology, vascular surgery, interventional
cardiology and critical care procedures.  Argon’s newest products
include the Option(TM) Inferior Vena Cava Filter, Cleaner Rotational
Thrombectomy System, and UltraStream(TM) Chronic Dialysis Catheter. Argon
also offers complete lines of PICC and midline catheters,
endomyocardial biopsy forceps, introducer sheaths, pressure transducers
and other vascular products. Argon’s products are sold globally through
a combination of direct sales representatives and premier distributors.

About RoundTable Healthcare Partners

RoundTable Healthcare Partners, based in Lake Forest, IL, is an
operating oriented private equity firm focused exclusively on the
health care industry. The partners of RoundTable have significant
experience in managing, acquiring and financing multi-billion dollar
diversified health care companies.

SOURCE Angiotech Pharmaceuticals, Inc.


Source: PR Newswire