SEATTLE, Jan. 31 /PRNewswire-FirstCall/ -- Cell Therapeutics, Inc. (CTI) announced today that the continuing lack of a quorum for its annual meeting, originally held on June 23, 2006 and subsequently convened on November 30, 2006, will impact the Company's ability to conduct the business of the annual shareholders meeting, which is deemed to be essential for the Company's continuing operation. CTI intends to pursue any viable route to allow its annual meeting to conduct its business in the interest of all its shareholders, including to file a petition with Borsa Italiana to delist its shares of common stock (MTAX: CTIC) from the MTAX as soon as possible should this route be the only one viable.
CTI's common stock would remain listed on NASDAQ. CTI reminds all its shareholders that they may still exercise their voting rights for the purposes of the annual meeting convened for November 30, 2006, by contacting the holding banks or by voting their shares.
As with many biotechnology companies, in order to fund its operations, from time to time the Company seeks to raise capital through the sale of shares of common stock and/or securities convertible into shares of common stock. In order to do so, the Company must have a sufficient number of authorized shares. At its last two scheduled annual meetings, one in June and one in November held at the Borsa Italiana, CTI was unable to reach a quorum, consisting of at least 50 percent of the Company's outstanding shares of common stock, to conduct business. At these meetings an increase in the number of shares of authorized common stock was among the resolutions proposed. At the November meeting, more than 90 percent of U.S. held shares approved this proposal. However the majority of outstanding shares were held by Italian shareholders and only 6.2 million of the 87.3 million shares held in Italy were voted. Of the shares that were voted by Italian holders, 82 percent voted in favor of the proposal.
CTI, a Seattle, Washington-based company, is currently listed on both the U.S. NASDAQ and Italian MTAX stock markets and must operate under two sets of disclosure laws. Nevertheless, for the purposes of the annual meeting quorum, CTI is subject to the corporate laws under which it was incorporated. In particular, under Washington state law, an absolute majority (greater than 50 percent of the outstanding shares) of Company shareholders' votes must be represented at an annual meeting before the Company can take action on proxy items.
The Company is reluctantly considering filing a petition for delisting of its shares from the Borsa Italiana in the hope that in so doing such shares or a portion of them would be transferred to U.S. holders or accounts which have a much higher historical record of attending and voting at shareholder meetings. The Company understands that the relevant Italian authorities have to comply with precise principles and rules in granting any petition that the Company might file to delist from the Borsa Italiana and may not grant its petition, if filed. However, the Company feels that the passage of the proposed resolutions are clearly in the best interests of the Company and all of its shareholders and that it has an obligation to take all actions in its power to pursue those interests. The Company intends to continue to work closely with all relevant constituencies in Italy to arrive at a satisfactory solution.
The Company will not pursue a delisting petition if a sufficient number of its Italian shareholders represent their shares and vote in favor of the proposals on or before February 14, 2007 for the purposes of the November 2006 shareholders meeting or if alternative solutions are successful in obtaining a quorum, such as, for instance, through a sub-deposit of shares at a correspondent US financial intermediary, which would facilitate reaching the quorum for the ongoing Shareholders' Meeting or for future Meetings to be called. Italian shareholders may vote their shares, where held as of the record date set at October 20, 2006, even if sold thereafter, by marking their votes on the Italian Proxy Card and returning it by mail or by fax to the address or fax number shown on the Card, together with the Certification of Participation issued by their financial intermediaries. The Italian Proxy Card can be printed out from CTI's Web site at www.cticseattle.com or from Monte Titoli's Web site at www.montetitoli.it.
The Company said it would concurrently explore all available courses of action, such as a restructuring of its capital structure, reverse stock split, reclassification of shares, and other avenues or combinations thereof to achieve its business purposes, in the event a satisfactory resolution is not reached expeditiously.
About Cell Therapeutics, Inc.
Headquartered in Seattle, CTI is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. For additional information, please visit www.cticseattle.com. CTI has two drug candidates in phase three clinical trials, XYOTAX(TM) and pixantrone. CTI's operations employ about 130 people in the United States and 75 people in Italy.
This press release includes forward-looking statements including, but not limited to, the Company's contemplation of delisting from the Italian stock market and the affect of delisting on the shareholders of the Company and the Company's ability to achieve a quorum. The outcome of these risks and uncertainties could require the company to curtail or cease operations or otherwise could materially and/or adversely affect the Company's future results. Specifically, the risks and uncertainties that could affect the Company's ability to delist from the Italian stock market or achieve a quorum include risks and uncertainties associated with the ability to secure the necessary Italian approvals to delist, the extent to which Italian investors subsequently choose to have their shares held through U.S. brokers or sell to U.S. persons, and the extent to which investors provide proxies to have their shares represented. Other risk factors are 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, 8-K, and 10-Q. Except as may be required by Italian law, 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: media, Dan Eramian, +1-206-272-4343, or cell, +1-206-854-1200, orSusan Callahan, +1-206-272-4472, or fax, +1-206-272-4434, ormedia@ctiseattle.com, or www.cticseattle.com/media.htm, or investors, LeahGrant, +1-206-282-7100, or fax, +1-206-272-4434, or invest@ctiseattle.com,or www.cticseattle.com/investors.htm, all of Cell Therapeutics, Inc.
Web site: http://www.cticseattle.com//
