VANCOUVER, July 7 /PRNewswire-FirstCall/ - Angiotech Pharmaceuticals, Inc.("Angiotech") (NASDAQ: ANPI, TSX: ANP), a global specialty pharmaceutical andmedical device company, today announced the commencement of a cash tenderoffer of the outstanding notes listed below (the "Notes") in an amount thatwill result in an aggregate purchase price (including accrued and unpaidinterest and the "Early Tender Premiums" listed in the table below) of $165million for all Notes purchased. Closing of the tender offer is conditionedupon the closing of the concurrently announced investment in AngiotechPharmaceutical Interventions ("API"), a newly formed subsidiary of Angiotech,by Ares Management LLP and New Leaf Venture Partners, and shareholder approvalof that investment, among other conditions. The terms and conditions of thetender offer are described in an Offer to Purchase, dated July 7, 2008 (the"Offer to Purchase"), and an accompanying "Letter of Transmittal," which arebeing sent to holders of Notes. The Notes and the consideration offered foreach series of notes are outlined in the following table:
The tender offer will expire at 12:00 midnight, New York City time, onAugust 22, 2008, unless extended or earlier terminated (the "ExpirationDate"). Holders of Notes must validly tender and not validly withdraw theirNotes on or before 5:00 p.m., New York City time, on July 18, 2008 (the "EarlyTender Date") unless extended, to receive the applicable "Total Tender OfferConsideration," which includes the applicable Early Tender Premium set out inthe table above, plus accrued and unpaid interest. Holders of Notes whovalidly tender their Notes after the Early Tender Date and on or before theExpiration Date and whose Notes are accepted for purchase will receive apayment equal to the applicable Total Tender Offer Consideration less theapplicable Early Tender Premium (the "Late Tender Offer Consideration"), plusaccrued and unpaid interest.
As set forth in the Offer to Purchase, Notes tendered on or before 5:00p.m., New York City time, on July 18, 2008 (the "Withdrawal Date") may bevalidly withdrawn at any time on or before the Withdrawal Date. Notes tenderedafter the Withdrawal Date but before the Expiration Date may not be withdrawn,except in the limited circumstances described in the Offer to Purchase.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 theExpiration Date or promptly following the Expiration Date (the "SettlementDate"). Assuming the tender offer is not extended, the Settlement Date isexpected to be August 26, 2008. In addition to the applicable Total TenderOffer Consideration or applicable Late Tender Offer Consideration, as the casemay be, holders whose Notes are accepted for purchase will receive accrued andunpaid interest up to, but not including, the Settlement Date. Angiotech maypurchase in the tender offer an additional amount of Notes not to exceed 2% ofthe aggregate principal amount of each Series of Notes outstanding withoutamending or extending the tender offer or may elect to increase the size ofthe tender offer beyond such a 2% increase, subject to applicable legalrequirements described in the Offer to Purchase.
Angiotech is offering to pay $165 million (including accrued and unpaidinterest and the Early Tender Premiums) for all Notes purchased. The amountsof each series of Notes that are purchased in the tender offer will bedetermined in accordance with the "Acceptance Priority Level" described in theOffer to Purchase. All Senior Floating Rate Notes due 2013 (the "FirstPriority 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 thatwill result in a purchase price (including accrued and unpaid interest and theEarly Tender Premiums) for the First Priority Notes o