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Angiotech to Establish Separate Operating and Royalty Businesses

other uses of

paclitaxel licensed to BSC and Cook (including uses relating to

Cook's ZILVER(R) PTX paclitaxel-eluting peripheral vascular stent);

(iii) potential royalty and other income from certain other uses of

paclitaxel licensed to Broncus Technologies Incorporated ("Broncus")

relating to the Exhale(R) paclitaxel-eluting lung stent; and (iv)

certain other assets and liabilities not related to the ongoing

business of API. The business of Angiotech prior to the transaction

consists primarily of the business assets to be transferred to API,

and the license agreements with BSC, Cook and Broncus. For the year

ended December 31, 2007, Angiotech had $288 million in revenue, $111

million of which was royalty revenue derived mainly from BSC, and

$177 million of which was product and royalty revenue derived from

the assets to be transferred to API.

- Financing Transaction. The Company has entered into a Note Purchase

Agreement, providing for the issuance and sale of between

$200 million and $300 million of convertible notes to Ares Management

and New Leaf Venture Partners. The convertible notes will have an

initial conversion price of $20 per share, and each $1,000 principal

amount of convertible notes will be convertible into 50 shares of

API, implying an initial equity value for API of $625 million

assuming $75 million in cash and cash equivalents at API at closing

and no debt, other than the guarantees of remaining amounts of

Angiotech's two existing debt issues. The convertible notes will be

convertible into 32% to 48% of the common stock of API, depending

upon the final initial transaction size, calculated on an "if

converted" basis and without taking into account any future dilution

resulting from ad

SOURCE Angiotech Pharmaceuticals, Inc.
Copyright©2008 PR Newswire.
All rights reserved

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