On March 23, 2006, Angiotech Pharmaceuticals, Inc. closed the acquisition of American Medical Instruments Holdings, Inc. (AMI) for approximately US$785 million (C$900 million), subject to post-closing adjustments. The transaction represents the largest acquisition by a Canadian company in the medtech sector.
Angiotech is a specialty pharmaceutical company that discovers and develops treatment solutions for diseases or complications associated with medical device implants, surgical interventions and acute injury or trauma. AMI is a leading manufacturer of specialty, single-use medical devices.
The acquisition was funded by way of a combination of cash on hand and the proceeds from the concurrent closings of a private placement of US$250 million in aggregate principal amount of 7.75 per cent senior subordinated notes due 2014, and a US$425 million senior secured credit facility consisting of a US$350 million term credit facility and a US$75 million revolving credit facility.
Angiotech was represented in-house by David McMasters, vice-president, intellectual property and general counsel, Bill Stanger, corporate counsel, and David Phinney, corporate attorney. In the US, Angiotech was represented by Sullivan & Cromwell LLP with a team led by Alison Ressler that included Hydee Feldstein, Jim Vieceli, Ann Chen, Alison Fleisher and Ian Fried (corporate) and Ronald Creamer (tax). Osler, Hoskin & Harcourt LLP acted as lead Canadian counsel with a team led by Clay Horner that included Steve Sigurdson, Rob Lando, Victoria Graham, Mark Hogan and John Quinn (corporate), Heather McKean and Charles Zienius (banking) and Patrick Marley and Matias Milet (tax). David Jennings of Irwin White & Jennings provided British Columbia corporate and securities law advice, and Mark Meredith of Moskowitz & Meredith LLP acted as special Canadian tax counsel to Angiotech. Borden Ladner Gervais LLP (BLG), Stewart McKelvey Stirling Scales and Fasken Martineau DuMoulin LLP also provided local Canadian counsel support to Angiotech. BLG acted as special counsel, providing banking related advice and opinion letters, with a team that consisted of Donald Bird and Martha Bruce. Stewart McKelvey served as special Nova Scotia counsel with a team that included Marc Belliveau and Christine Pound. Hugo Patenaude (corporate/tax) and Angela Onesi of Fasken Martineau provided Quebec tax and banking law advice.
AMI was represented by Ungaretti & Harris LLP with a team that consisted of Brian Krob, Andrew Levy and Elizabeth Davis. Blake, Cassels & Graydon LLP acted as special Canadian counsel with a team that consisted of David Toswell and Ken Snider.
Latham & Watkins LLP advised Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Inc. with a team led by Tracy Edmonson and Ken Blohm that included Keith Benson, Adrienne Leder, Lindsey Roon, Joseph Neugart, Peter Soparkar, Mark Drury and Jiyeon Lee-Lim. In Canada, the lenders were represented by Torys LLP with a team that included Cheryl Reicin, Adam Armstrong, Michael Pickersgill and Sunny Sodhi (corporate/securities), Peter Birkness, Tom Zverina and Milosz Zemanek (lending), Eileen McMahon and Tanya Baytor (intellectual property), James Welkoff, John Tobin and Catrina Card (tax) and Mitch Frazer (pensions).
Angiotech is a specialty pharmaceutical company that discovers and develops treatment solutions for diseases or complications associated with medical device implants, surgical interventions and acute injury or trauma. AMI is a leading manufacturer of specialty, single-use medical devices.
The acquisition was funded by way of a combination of cash on hand and the proceeds from the concurrent closings of a private placement of US$250 million in aggregate principal amount of 7.75 per cent senior subordinated notes due 2014, and a US$425 million senior secured credit facility consisting of a US$350 million term credit facility and a US$75 million revolving credit facility.
Angiotech was represented in-house by David McMasters, vice-president, intellectual property and general counsel, Bill Stanger, corporate counsel, and David Phinney, corporate attorney. In the US, Angiotech was represented by Sullivan & Cromwell LLP with a team led by Alison Ressler that included Hydee Feldstein, Jim Vieceli, Ann Chen, Alison Fleisher and Ian Fried (corporate) and Ronald Creamer (tax). Osler, Hoskin & Harcourt LLP acted as lead Canadian counsel with a team led by Clay Horner that included Steve Sigurdson, Rob Lando, Victoria Graham, Mark Hogan and John Quinn (corporate), Heather McKean and Charles Zienius (banking) and Patrick Marley and Matias Milet (tax). David Jennings of Irwin White & Jennings provided British Columbia corporate and securities law advice, and Mark Meredith of Moskowitz & Meredith LLP acted as special Canadian tax counsel to Angiotech. Borden Ladner Gervais LLP (BLG), Stewart McKelvey Stirling Scales and Fasken Martineau DuMoulin LLP also provided local Canadian counsel support to Angiotech. BLG acted as special counsel, providing banking related advice and opinion letters, with a team that consisted of Donald Bird and Martha Bruce. Stewart McKelvey served as special Nova Scotia counsel with a team that included Marc Belliveau and Christine Pound. Hugo Patenaude (corporate/tax) and Angela Onesi of Fasken Martineau provided Quebec tax and banking law advice.
AMI was represented by Ungaretti & Harris LLP with a team that consisted of Brian Krob, Andrew Levy and Elizabeth Davis. Blake, Cassels & Graydon LLP acted as special Canadian counsel with a team that consisted of David Toswell and Ken Snider.
Latham & Watkins LLP advised Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Inc. with a team led by Tracy Edmonson and Ken Blohm that included Keith Benson, Adrienne Leder, Lindsey Roon, Joseph Neugart, Peter Soparkar, Mark Drury and Jiyeon Lee-Lim. In Canada, the lenders were represented by Torys LLP with a team that included Cheryl Reicin, Adam Armstrong, Michael Pickersgill and Sunny Sodhi (corporate/securities), Peter Birkness, Tom Zverina and Milosz Zemanek (lending), Eileen McMahon and Tanya Baytor (intellectual property), James Welkoff, John Tobin and Catrina Card (tax) and Mitch Frazer (pensions).
