UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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Filed by AngioDynamics, Inc. Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Joseph DeVivo
President & CEO
February 2012 | NASDAQ: ANGO
Notice Regarding Forward-Looking Statements
This presentation includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform
Act of 1995. Investors can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as
“expect,” “reaffirm,” “anticipate,” “plan,” “believe,” “estimate,” “may,” “will,” “predict,” “project,” “might,” “intend,” “potential,” “could,” “would,” “should,”
“optimistic,” “seek,” “continue,” “pursue,” or “our future success depends,” or the negative or other variations thereof or comparable terminology, are intended to
identify such forward-looking statements. In particular, they include statements relating to, among other things, future actions, strategies, future performance and
future financial results of AngioDynamics. These forward-looking statements are based on current expectations and projections about future events. The forward-
looking statements in this presentation include those with respect to the expected timing of the completion of the transaction.
Act of 1995. Investors can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as
“expect,” “reaffirm,” “anticipate,” “plan,” “believe,” “estimate,” “may,” “will,” “predict,” “project,” “might,” “intend,” “potential,” “could,” “would,” “should,”
“optimistic,” “seek,” “continue,” “pursue,” or “our future success depends,” or the negative or other variations thereof or comparable terminology, are intended to
identify such forward-looking statements. In particular, they include statements relating to, among other things, future actions, strategies, future performance and
future financial results of AngioDynamics. These forward-looking statements are based on current expectations and projections about future events. The forward-
looking statements in this presentation include those with respect to the expected timing of the completion of the transaction.
Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be
predicted or quantified and, consequently, the actual performance or results of AngioDynamics may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include, but are not limited to, the factors described from time to time in AngioDynamics’ reports filed
with the SEC, including AngioDynamics’ Form 10-K for the fiscal year ended May 31, 2011 and AngioDynamics’ Form 10-Q for the quarterly period ended November
30, 2011; the ability of AngioDynamics to develop its existing and new products; financial community and rating agency perceptions of AngioDynamics; third-party
relations and approvals; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining
regulatory approvals; the ability of AngioDynamics to develop its products; future actions by the FDA or other regulatory agencies; domestic and foreign health care
reforms and governmental laws and regulations; results of pending or future clinical trials; overall economic conditions; the results of ongoing litigation; the effects
of economic, credit and capital market conditions on the economy in general, and on medical device companies in particular; general market conditions; market
acceptance; foreign currency exchange rate fluctuations; the effects on pricing from group purchasing organizations and competition and the ability of
AngioDynamics to integrate purchased businesses, including Navilyst. Risk and uncertainties related to the proposed transaction include, but are not limited to
delays in or failure to obtain any required governmental and regulatory approvals with respect to the transaction; failure to obtain stockholder approval of the
issuance of the AngioDynamics common stock in connection with the transaction; failure to consummate or delay in consummating the transaction for other
reasons; the possibility that the expected benefits of the transaction, including projected synergies and tax benefits, may not materialize as expected; disruption
from the proposed transaction making it more difficult to maintain business and operational relationships; and the failure to successfully integrate the products,
R&D capabilities, infrastructure and employees of AngioDynamics and Navilyst.
predicted or quantified and, consequently, the actual performance or results of AngioDynamics may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include, but are not limited to, the factors described from time to time in AngioDynamics’ reports filed
with the SEC, including AngioDynamics’ Form 10-K for the fiscal year ended May 31, 2011 and AngioDynamics’ Form 10-Q for the quarterly period ended November
30, 2011; the ability of AngioDynamics to develop its existing and new products; financial community and rating agency perceptions of AngioDynamics; third-party
relations and approvals; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining
regulatory approvals; the ability of AngioDynamics to develop its products; future actions by the FDA or other regulatory agencies; domestic and foreign health care
reforms and governmental laws and regulations; results of pending or future clinical trials; overall economic conditions; the results of ongoing litigation; the effects
of economic, credit and capital market conditions on the economy in general, and on medical device companies in particular; general market conditions; market
acceptance; foreign currency exchange rate fluctuations; the effects on pricing from group purchasing organizations and competition and the ability of
AngioDynamics to integrate purchased businesses, including Navilyst. Risk and uncertainties related to the proposed transaction include, but are not limited to
delays in or failure to obtain any required governmental and regulatory approvals with respect to the transaction; failure to obtain stockholder approval of the
issuance of the AngioDynamics common stock in connection with the transaction; failure to consummate or delay in consummating the transaction for other
reasons; the possibility that the expected benefits of the transaction, including projected synergies and tax benefits, may not materialize as expected; disruption
from the proposed transaction making it more difficult to maintain business and operational relationships; and the failure to successfully integrate the products,
R&D capabilities, infrastructure and employees of AngioDynamics and Navilyst.
Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.
AngioDynamics disclaims any obligation to update the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date stated, or if no date is stated, as of the date of this presentation.
AngioDynamics disclaims any obligation to update the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date stated, or if no date is stated, as of the date of this presentation.
Certain Financial Projections
This presentation includes certain financial forecasts regarding AngioDynamics and Navilyst as well as certain pro forma financial forecasts for the combined
companies. These forecasts were prepare solely for purposes of evaluating the transaction based on information available as of the date of preparation. There can
be no assurance that these financial forecasts will be realized or that actual results will not be significantly higher or lower than forecasted. The financial forecasts
cover multiple years and such information by its nature becomes less predictive with each successive year. These financial forecasts were based on numerous
variables and assumptions. Such assumptions are inherently uncertain and may be beyond the control of AngioDynamics. Important factors that may affect actual
results and cause these financial forecasts to not be achieved include, but are not limited to, the factors described or referenced under the heading “Notice
Regarding Forward-Looking Statements.” Neither AngioDynamics nor any other party makes any representation to any stockholder regarding the information
included in the financial forecasts set forth herein. Readers of this presentation are cautioned not to rely on the forecasted financial information.
companies. These forecasts were prepare solely for purposes of evaluating the transaction based on information available as of the date of preparation. There can
be no assurance that these financial forecasts will be realized or that actual results will not be significantly higher or lower than forecasted. The financial forecasts
cover multiple years and such information by its nature becomes less predictive with each successive year. These financial forecasts were based on numerous
variables and assumptions. Such assumptions are inherently uncertain and may be beyond the control of AngioDynamics. Important factors that may affect actual
results and cause these financial forecasts to not be achieved include, but are not limited to, the factors described or referenced under the heading “Notice
Regarding Forward-Looking Statements.” Neither AngioDynamics nor any other party makes any representation to any stockholder regarding the information
included in the financial forecasts set forth herein. Readers of this presentation are cautioned not to rely on the forecasted financial information.
Forward-Looking Statements
AngioDynamics at a Glance
Worldwide Presence | Albany NY - HQ
700 Employees | 5 Operating Locations
Gross Margin 58.3%
Gross Margin 57.2%*
Net Income $8.1M
Net Income $ 2.3M**
Mission
To improve patient
health by being the
global leader in
delivering innovative
minimally invasive
therapies for
Peripheral Vascular
Disease & Oncology,
while increasing
shareholder value.
To improve patient
health by being the
global leader in
delivering innovative
minimally invasive
therapies for
Peripheral Vascular
Disease & Oncology,
while increasing
shareholder value.
FY11
Q2 FY12
Sales $216M
Sales $58M
*59.8% excluding product recall costs
**$3.2M excluding restructuring and other costs
Where We Are
•100+ person direct sales team in U.S.
•50+ markets through 110+ distributors
•20+ person direct sales in The Netherlands,
UK, Germany and France
UK, Germany and France
Large, Attractive Market Opportunities
Peripheral
Vascular
$1.6B
Vascular
$1.6B
Vascular
Access
Access
$0.8B
Oncology/
Surgery
Surgery
$0.6B
+25%
ANGO Q2 FY12
Growth Revenue
+5%
Total Available Market
+9% $58M
(% of total)
5%
$87M
Market
ANGO FY11
8%
$63M
11%
$66M*
$3B TAM
•End 2010 estimate
* Includes $28M in
LC Bead sales.
LC Bead sales.
7% ($216M)
Peripheral Vascular
Varicose Vein Ablation
•U.S. $220M Market | 10% CAGR | 5% U.S. penetration
•Growth Drivers: reimbursement, training,
practice development
practice development
Thrombus Management
•$500M WW Market | 7% CAGR in targeted segments
Angiographic Catheters
•$60M U.S. Market | 2.7% CAGR in targeted segments
• 80 million+ Americans suffer from
some form of venous disorder
some form of venous disorder
• Currently only 6% of all potential
patients have their veins treated
patients have their veins treated
• Approaching 1M patients treated
• 2,000-units installed, including 80 new
VenaCure® 1470 lasers since introduced
in Q4 FY11
VenaCure® 1470 lasers since introduced
in Q4 FY11
The VenaCure 1470 laser operates at a peak on the water absorption
curve to precisely deliver targeted energy through the NeverTouch®
fiber. The fiber’s gold tip eliminates contact with the vein wall and
minimizes perforations that typically result in pain and bruising.
curve to precisely deliver targeted energy through the NeverTouch®
fiber. The fiber’s gold tip eliminates contact with the vein wall and
minimizes perforations that typically result in pain and bruising.
Vascular Access
Implantable Ports
•$180M U.S. Market | 5% CAGR
•Growth Drivers: Better Device Performance, Better Device
Efficiency, Increased Utilization
Efficiency, Increased Utilization
PICCs
•Largest U.S. vascular access market $400M | 7% CAGR
•Growth Drivers: Mid-level provider focus,
Anti-thrombotic solutions, training and education
Anti-thrombotic solutions, training and education
Dialysis
•$160M U.S. Market | 2% CAGR
•Growth Drivers: Addressing CRBSI (coatings), new
technologies and treatment options
technologies and treatment options
• 100,000th Smart Port sold in 2011
• 350,000 AngioDynamics ports sold since FY07
5%
Oncology/Surgery
StarBurst® Radio Frequency Ablation
•WW Market $250M | 10% CAGR
•Growth Driver: temperature monitoring to ensure
complete ablation
complete ablation
NanoKnife® System
•FDA 510(k) for surgical ablation of soft tissue + CE mark*
•Introduced commercially Q3-2009
•1,000+ patients treated WW in 57 Centers as of
Dec. 30, 2011
Dec. 30, 2011
Surgical Resection - Habib®
•WW Market $162M | 9% CAGR
* The NanoKnife System has received FDA clearance for the surgical ablation
of soft tissue. It has not received clearance for the therapy or treatment of
any specific disease or condition.
of soft tissue. It has not received clearance for the therapy or treatment of
any specific disease or condition.
NanoKnife® System Pancreatic Study
Market
•165,000 new patients/year in
developed countries WW1
developed countries WW1
•Greatest unmet clinical need - 4% of
diagnosed patients have a 5-year
survival rate
diagnosed patients have a 5-year
survival rate
•Only 3-7% of patients respond to
first-line chemotherapy
first-line chemotherapy
• Only 15% to 20% of
diagnosed patients are
surgical candidates
diagnosed patients are
surgical candidates
Objective
To evaluate the safety and feasibility of the NanoKnife
LEDC System when used to treat unresectable pancreatic
adenocarcinoma.
LEDC System when used to treat unresectable pancreatic
adenocarcinoma.
Primary Endpoints
No adverse events (AEs) & serious adverse events,
unanticipated AEs and device complaints, positive safety
lab tests, vital signs, and physical findings.
unanticipated AEs and device complaints, positive safety
lab tests, vital signs, and physical findings.
Study Design
This is a single-center, single-arm treatment, pilot clinical
trial with NanoKnife for subjects who have locally
advanced, unresectable pancreatic cancer and are
unresponsive to chemotherapy.
trial with NanoKnife for subjects who have locally
advanced, unresectable pancreatic cancer and are
unresponsive to chemotherapy.
Fast Facts
•Study Center: University of Verona (Prof. C. Bassi, PI)
•Study Size: 10 Subjects (Enrollment Complete)
EU NanoKnife® Panc Study (ONC-208)
1American Cancer Society, Cancer Facts & Figures, 2011, and Global
Cancer Fact and Figures, 2008
Cancer Fact and Figures, 2008
Strong US Base, International Opportunity
US: 85% of WW Sales
International: 15%
Strategy
•Focus on high-growth markets
•International expansion
•Invest in R&D, transformational tech
•Accretive Acquisitions
AngioDynamics & Navilyst Medical
Creating a World-Class Platform for Growth
Creating a World-Class Platform for Growth
Improved Financial
Performance
Performance
The Acquisition of Navilyst Medical
A Compelling Deal Expected to Drive Significant Shareholder Value
A Compelling Deal Expected to Drive Significant Shareholder Value
• The Navilyst purchase price of $372mm is meaningfully reduced by the value of the identified
cost savings and the acquired tax assets
cost savings and the acquired tax assets
- The Economic Value(1) paid for Navilyst is estimated to be $202 - $217mm
• The combination will drive significantly improved financial performance based on the following
estimates:
estimates:
- At least $0.08 EPS accretion in FY13; Increasingly more accretive through FY16
- FY13 net cost savings of $5-7mm; Fully-implemented annual net cost savings of $10-15mm by FY15
- FY13 Pro Forma Adjusted EBITDA(2) of $60mm; Run-rate Adjusted-EBITDA(3) of $70mm
- Mid-teen growth in Pro Forma Adjusted EBITDA(2) from FY13 to FY16; 200-300 bps accretion in EBITDA margin by FY16
• The transaction will optimize AngioDynamics’ capital structure and preserve liquidity, with
at least $50mm of free cash flow expected in FY13, including $11.5mm of free cash flow
estimated to be generated annually through FY24 from acquired tax assets
at least $50mm of free cash flow expected in FY13, including $11.5mm of free cash flow
estimated to be generated annually through FY24 from acquired tax assets
• There is potential for revenue synergies and additional longer-term cost savings, which have
not been included in current forward-looking estimates
not been included in current forward-looking estimates
• Updated guidance will be provided at the transaction closing, which is expected in Q4 FY12
(1) Economic value is equal to the purchase price, less the estimated value of identified cost savings and the acquired tax assets.
(2) Adjusted EBITDA excludes transaction-related and non-recurring costs.
(3) Run-rate Adjusted EBITDA includes fully-implemented cost savings and excludes the Medical Device Tax and transaction-related and non-recurring costs.
Navilyst Projected Adjusted EBITDA(1) ($mm)
EBITDA
Margin
• Continued sales growth in the Vascular
Access and International divisions, and
the return to growth of the Fluid
Management business, will drive
increases in EBITDA
Access and International divisions, and
the return to growth of the Fluid
Management business, will drive
increases in EBITDA
• Gross margins expected to increase 400
bps by FY16 due to favorable sales mix
and manufacturing efficiencies
bps by FY16 due to favorable sales mix
and manufacturing efficiencies
• Operating leverage in SG&A expected to
improve margins
improve margins
Key Performance Drivers
Navilyst Standalone EBITDA Forecast
17.8%
19.2%
(1) Adjusted EBITDA excludes transaction-related and non-recurring costs.
(2) Includes expected cost savings.
$26
FY16E
Navilyst
Adjusted
EBITDA
Adjusted
EBITDA
The Acquisition of Navilyst is Expected to Increase AngioDynamics’ Pro
Forma Adjusted EBITDA(1) CAGR to the Mid-teens(2) During FY13 to FY16
Forma Adjusted EBITDA(1) CAGR to the Mid-teens(2) During FY13 to FY16
Operational Excellence
Strategic Sourcing
Network Optimization
Research & Development
Information Technology
Infrastructure Alignment
Reductions in waste and product recalls; Working capital optimization;
Improved capacity utilization and leaner operations
Improved capacity utilization and leaner operations
Work Ongoing to Assess the Magnitude of
These Additional Opportunities
Supplier bundling, purchase volume discounts, inventory management
More efficient and productive warehousing, distribution and logistics
Implementation of project management office; Faster development cycles
Integration of ERP and IT platforms
Consolidation of organizational footprint; Build centers of excellence
Overview of Net Cost Savings (cont’d)
Potential for Additional Cost Savings
Potential for Additional Cost Savings
Revenue Synergies
Optimizing Our U.S. Go-to-Market Strategies
Optimizing Our U.S. Go-to-Market Strategies
Commercial Focus and Scale Offer Compelling Opportunities for Growth
(1) BioFlo® is currently pending FDA approval.
Significant Integration Planning Underway
Increasing Shareholder Value After the Acquisition
Increasing Shareholder Value After the Acquisition
• Integration planning is our top priority and is well underway
- Retained outside experts to assist in the process
- Established an Integration Management Office
- Creating an Operational Excellence group to ensure long-term commitment to best practices
- Focused on achieving operational efficiencies across combined company
• Go-to-market strategies will be optimized with newly focused sales channels
• IT systems will be integrated in a single, worldwide platform
• R&D spend will be focused on high-return product and technology innovations
AngioDynamics
Navilyst
Pro Forma FY13 Guidance
Reviewing the Components of Pro Forma Adjusted EBITDA (2)
Reviewing the Components of Pro Forma Adjusted EBITDA (2)
• $6mm of net cost savings in FY13 (1)
• $12.5mm of fully-implemented cost savings by FY15 (1)
• Excludes potential cost savings associated with
operational excellence and footprint consolidation
operational excellence and footprint consolidation
• Excludes potential revenue synergies
• Assumes flat business during Year 1 post close
• Assumes decline in 3rd party supply agreement sales
• Includes Medical Device Tax
• Includes Medical Device Tax
Cost Savings
Run-rate business (including fully-implemented cost
savings) would have ~$70mm of Adjusted
EBITDA(2), prior to the Medical Device Tax in FY13
savings) would have ~$70mm of Adjusted
EBITDA(2), prior to the Medical Device Tax in FY13
(1) Represents midpoint of $5-7mm of expected net cost savings in FY13 and $10-15mm of expected net cost
savings by FY15.
savings by FY15.
(2) Excludes transaction-related and non-recurring expenses.
(3) Run-rate Adjusted EBITDA includes fully-implemented cost savings and excludes the Medical Device Tax.
Medical Device Tax
• Pro Forma FY13 Medical Device Tax of $3mm
FY13E Adjusted EBITDA (2)
Estimated Cost Savings
Medical Device Tax
Navilyst FY13E Adjusted EBITDA
ANGO FY13E Adjusted EBITDA
(3)
Optimized Capital Structure and Cash Flow
Impact on the Balance Sheet
Impact on the Balance Sheet
Total Debt / EBITDA
• Generates at least $50mm in free cash flow in
FY13 vs. $27mm standalone
FY13 vs. $27mm standalone
• Pro forma free cash flow of at least $1.40 per
share vs. $1.05 standalone
share vs. $1.05 standalone
• De-levering, synergies and growth drive
increased cash flow thereafter
increased cash flow thereafter
Overview of Financing
• ~$150mm of committed financing with coupon of
LIBOR +250 bps
LIBOR +250 bps
• ~$100mm of balance sheet cash used as
consideration
consideration
• Optimizes capital structure on pro forma basis;
lowering cost of capital
lowering cost of capital
Cash Flow Impact
Tax Benefits
Net Sales
Significant Earnings Accretion
EBITDA
Capital Structure
Substantial Cost Savings
~$360mm Net Sales in FY13
Annual net sales growth in the mid-to-high single digits from FY13 to FY16
At least $0.08/share accretive to FY13 Non-GAAP EPS*
Increasingly more accretive through FY16
~$60mm Pro Forma Adjusted EBITDA* in FY13
~$70mm Run-rate Adjusted EBITDA**
Expands EBITDA margins by 200-300 bps by FY16
Mid-teen CAGR in Pro Forma Adjusted EBITDA* from FY13 to FY16
$5-7mm of net cost savings in FY13
$10-15mm of fully-implemented net cost savings by FY15
NPV of tax asset ~$80mm expected to reduce transaction value to $292mm
Estimated cumulative cash tax savings of $130mm, or $3.65/share
Net Debt to FY12 Pro Forma Adjusted EBITDA* of ~1.6x
* Excludes transaction-related costs and nonrecurring costs.
** Includes fully-implemented estimated net cost savings and excludes transaction-related and nonrecurring costs and the Medical Device Tax.
Improved Cash Flow
Expected to generate at least $50mm in free cash flow in FY13
Pro Forma Free Cash Flow of at least $1.40/share vs. standalone of $1.05
Summary Estimated Financial Impact
Driving Shareholder Value in the Near- and Long-term
Driving Shareholder Value in the Near- and Long-term
AngioDynamics intends to file with the Securities and Exchange Commission (the “SEC”) a proxy
statement regarding the issuance of the AngioDynamics common stock in connection with the
proposed transaction. The proxy statement will be mailed to AngioDynamics’ stockholders.
INVESTORS AND STOCKHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ANGIODYNAMICS AND THE PROPOSED TRANSACTION. Investors and
stockholders will also be able to obtain a free copy of these documents (when they are available), as
well as other filings made by AngioDynamics, without charge, at the SEC’s web site at
http://www.sec.gov. In addition, the documents filed by AngioDynamics with the SEC may be
obtained free of charge by contacting AngioDynamics’ investor relations firm: EVC Group, 60 East
42nd Street, Suite 936, New York, NY 10165.
statement regarding the issuance of the AngioDynamics common stock in connection with the
proposed transaction. The proxy statement will be mailed to AngioDynamics’ stockholders.
INVESTORS AND STOCKHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ANGIODYNAMICS AND THE PROPOSED TRANSACTION. Investors and
stockholders will also be able to obtain a free copy of these documents (when they are available), as
well as other filings made by AngioDynamics, without charge, at the SEC’s web site at
http://www.sec.gov. In addition, the documents filed by AngioDynamics with the SEC may be
obtained free of charge by contacting AngioDynamics’ investor relations firm: EVC Group, 60 East
42nd Street, Suite 936, New York, NY 10165.
AngioDynamics and its executive officers, directors and other persons may be deemed to be
participants in the solicitation of proxies from AngioDynamics’ stockholders with respect to the
issuance of the AngioDynamics common stock in connection with the proposed transaction.
Information regarding the officers and directors of AngioDynamics and their ownership of
AngioDynamics common stock is set forth in AngioDynamics’ proxy statement for its most recent
annual meeting, which was filed with the SEC on September 6, 2011. Other information regarding
the participants in the solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and other relevant materials to be
filed with the SEC regarding the issuance of the AngioDynamics common stock in connection with the
proposed transaction.
participants in the solicitation of proxies from AngioDynamics’ stockholders with respect to the
issuance of the AngioDynamics common stock in connection with the proposed transaction.
Information regarding the officers and directors of AngioDynamics and their ownership of
AngioDynamics common stock is set forth in AngioDynamics’ proxy statement for its most recent
annual meeting, which was filed with the SEC on September 6, 2011. Other information regarding
the participants in the solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and other relevant materials to be
filed with the SEC regarding the issuance of the AngioDynamics common stock in connection with the
proposed transaction.
Additional Information
