Angiotech Pharmaceuticals, Inc. (fka ANPIQ)

[MrBruce]

Angiotech Pharmaceuticals, Inc. Announces Amendments to Articles in connection with Implementation of CCAA Plan of Compromise or Arrangement
April 3, 2011 6:29:45 PM PDT
VANCOUVER, April 3 /CNW/ - Angiotech Pharmaceuticals, Inc. ("Angiotech" or the "Company") today announced that, in connection with its previously announced creditor protection proceedings under the Companies' Creditors Arrangement Act (Canada) (the "CCAA Proceedings"), upon implementation of the Second Amended and Restated CCAA Plan of Compromise or Arrangement (as amended from time to time, the "Amended Plan") concerning, affecting and involving Angiotech and certain of its subsidiaries (the "Angiotech Entities") certain additional amendments (the "Additional Amendments") will be made to the Company's articles.

In particular, the Company's articles will be amended to provide that:

Subject to certain exceptions, holders (the "New Common Shareholders") of the Company's new common shares to be issued pursuant to the Amended Plan (the "New Common Shares") will generally be afforded pre-emptive rights with respect to certain future equity issuances by the Company prior to any initial public offering;
Subject to a de minimis exception, in connection with any sale by a New Common Shareholder that owns 45% or more of the outstanding New Common Shares, tag along rights will be provided to other New Common Shareholders to allow them to participate in such sale should they elect to do so;
Any offer by the Company to purchase or redeem any of its New Common Shares shall be made to all New Common Shareholders on a pro rata basis, subject to an exception relating to purchases pursuant to management incentive or other stock-based compensation plans;
Any going private transaction will require the approval of the board of directors as well as a fairness opinion;
Any transaction between the Company and a New Common Shareholder (a "Special Majority Shareholder") holding, alone or with its affiliates, 66?% or more of the outstanding New Common Shares may not be completed unless (i) it is on arm's length terms; and (ii) if the transaction involves consideration in excess of $25 million, the Company has obtained a fairness opinion in respect of such transaction. In addition, if any such transaction requires approval by special resolution, such transaction must also be approved by an ordinary resolution passed by the New Common Shareholders, excluding any Special Majority Shareholder;
The initial term of each member of the new board of directors appointed in connection with the CCAA Proceedings will expire upon the election or appointment of new directors at the Company's third annual shareholders' meeting following the implementation the Amended Plan;
The size of the board of directors will be set at seven members, subject to adjustment by special resolution; and
Shareholders' meetings may be held at any place inside or outside Canada as designated by the board of directors.
Alvarez & Marsal Canada Inc. (the "Monitor"), as Monitor of the Angiotech Entities in the CCAA Proceedings, as well as the holders of a majority of the aggregate outstanding principal amount of the Company's 7.75% Senior Subordinated Notes due 2014, have respectively consented to the implementation of the Additional Amendments. As contemplated by the Amended Plan, the Additional Amendments will be filed with the Supreme Court of British Columbia in advance of the meeting of the Angiotech Entities' creditors to be held on April 4, 2011.

More information about the Angiotech Entities' restructuring process, including the text of the Additional Amendments, can be found at www.angiotech.com and on the website of the Monitor, at http://www.alvarezandmarsal.com/angiotech.

The above descriptions of the Additional Amendments do not purport to be complete statements of the Additional Amendments. The above descriptions of the Additional Amendments are qualified in their entirety by reference to the Additional Amendments, copies of which can be found at www.angiotech.com and on the website of the Monitor, at http://www.alvarezandmarsal.com/angiotech.