Angiotech Pharmaceuticals plans to retire all of its outstanding debt obligations with part of the $362.5 million it stands to gain through the sale of its interventional products business back to Argon Medical Devices.
Through the deal Argon will regain the business segment it once oversaw. The interventional portfolio in question was run by Argon’s current management team while the line was part of private equity firm RoundTable Healthcare Partners’ American Medical Instruments Holdings investment group, according to a press release. Angiotech acquired the business line in 2006 through its acquisition of AMIH.
"We are extremely excited to own the business again," RoundTable founding partner and co-chairman Joseph Damico said in prepared remarks. "Our significant history with this excellent management team in the interventional segment, along with our in-house resources in sales and manufacturing will assist the Argon team in effectively integrating these 2 businesses to position the combined company for significant growth."
Argon will acquire Angiotech’s BioPince full core biopsy devices, the Tru-Core and SuperCore disposable biopsy instruments, T-Lok bone marrow biopsy devices and Skater disposable biopsy instruments, among other products, according to a press release.
Pending approval of the deal by shareholders, Angiotech plans to shift its focus to new investing opportunities and growth in its surgical products, the company said. About 70% of outstanding shareholders have promised their votes in favor of the transaction.
The deal is expected to close next month, according to a press release.
"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," Angiotech president & CEO Thomas Bailey said in prepared remarks. "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."
The deal includes $362.5 million in cash, subject to potential working capital adjustments, with $347.5 million to be paid up front. The remaining $15 million will remain in escrow for a 1 year while the companies hash out indemnification obligations. Angiotech plans to repay its outstanding debt, including closing a revolving credit facility with Wells Fargo and paying off all Senior Floating Rate Notes due by the end of this year and Senior Notes due December 2016.
Angiotech will also make a cash distribution to shareholders shortly after the deal closes, the amount of which has yet to be determined.
Angiotech’s Interventional business reported $101.6 million in revenue during the fiscal year ended Dec. 31, 2012. Following the deal, Vancouver-based Angiotech will retain its surgical products and royalty businesses, which were collectively worth about $138 million in fiscal 2012.
The company is also keeping its BioSentry product line, for which Angiotech signed a 3-year manufacturing and supply agreement with Argon.
Illinois-based Argon also acquired from Angiotech 3 new manufacturing facilities in Illinois, Florida and New York. The deal strengthens the company’s existing interventional vascular portfolio, Argon said.