SEATTLE, April 25 /PRNewswire-FirstCall/ -- Cell Therapeutics, Inc. (CTI) today announced that it has entered into an agreement to issue approximately $33.2 million aggregate principal amount of its 7.5% convertible senior notes (the “Notes”) due 2011 in an underwritten public offering. CTI has also granted the underwriter a 30-day option to purchase up to an additional $5 million of notes to cover over-allotments.
The Notes will bear interest at a rate of 7.5% per annum and will be convertible for shares of CTI common stock at the rate of 478.519 shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $2.09 per share, or 115% of the trailing five-day volume weighted average trading price of CTI common stock on April 20, 2006. The Notes will rank pari passu in right of payment with all existing and future senior indebtedness of CTI, including Notes being issued in a concurrent exchange for certain of CTI’s existing subordinated debt and CTI’s currently outstanding 6.75% Convertible Senior Notes due 2010, and will rank senior in right of payment to CTI’s outstanding 5.75% Convertible Senior Subordinated Notes due 2008, 5.75% Convertible Subordinated Notes due 2008, and 4% Convertible Senior Subordinated Notes due 2010.
The offering is expected to close on or about April 27, 2006, subject to certain closing conditions, including the condition that the prospective investors have not withdrawn their commitment to purchase the Notes. CTI cannot provide any assurance regarding the amount of Notes to be issued, if any, until the offering has been completed.
CRT Capital Group, LLC is acting as book-running manager of the offering. Information about the offering is available in the prospectus supplement and the accompanying prospectus for the offering filed with the Securities and Exchange Commission. Copies of the prospectus supplement can be obtained from CRT Capital Group, LLC at 262 Harbor Drive, Stamford, CT 06902, 203-569-6800.
A shelf registration statement relating to the Notes to be issued pursuant to the offering has been filed with the Securities and Exchange Commission and has become effective. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.
This press release includes forward-looking statements that involve a number of risks and uncertainties, the outcome of which could materially and/or adversely affect actual future results. The risks and uncertainties include the risk that the above described transaction will not close as a result of the failure to meet closing conditions, investors may breach or withdraw their commitment, and until closed there is no assurance that it will close or what the total amount may be, and other risk factors listed or described from time to time in the Company’s filings with the Securities and Exchange Commission including, without limitation, the Company’s most recent filings on Forms 10-K and 8-K. CTI is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events, or otherwise.
Cell Therapeutics, Inc.
CONTACT: investors, Leah Grant, +1-206-282-7100, or fax, +1-206-272-4434,or invest@ctiseattle.com, or media, Susan Callahan, +1-206-272-4472, orfax, +1-206-272-4434, or media@ctiseattle.com, both of Cell Therapeutics,Inc.
Web site: http://www.cticseattle.com//
