SEATTLE, June 23 /PRNewswire-FirstCall/ -- Cell Therapeutics, Inc. (CTI) (Nasdaq and MTAX: CTIC) announced today that it has adjourned its Annual Shareholder Meeting because a quorum of the common shares was not represented at the meeting. Under Washington law and the Company's bylaws, a quorum consisting of a majority of the shares entitled to vote at the meeting must be represented in person or by proxy in order to transact business at the meeting.
As of the record date, April 17, 2006, a large number of CTI's outstanding shares were held in Italy. Italian privacy laws make it difficult to contact these shareholders and solicit their votes. In addition, quorum requirements for Italian companies are different than those for U.S. companies, which often results in low shareholder participation in annual meetings for Italian companies. Approximately 90 percent of the shares represented at the meeting were from shares held in the United States and approximately six percent of shares held in Italy were represented. CTI is exploring legal and other options to address the quorum issue.
In the absence of a quorum, no action can be taken on the proposals presented in the proxy statement. Therefore, the proposals were tabled and the annual meeting of shareholders was adjourned until a later date in order to give additional time for shareholders to return their proxies. The date of such rescheduled meeting will be set by the Board of Directors and shareholders will be duly notified.
Company shareholders who have not voted or who have misplaced their proxy card should contact GSCP Proxitalia at 06-421-71-737 or 800.123796 (in Italy) or The Proxy Advisory Group at 212-605-0510 (in the United States). The Company urges shareholders who have not done so to sign, date and return their proxy card as soon as possible by mail, fax, or on the web at proxyvote.com. Pursuant to Washington law, valid proxies submitted by Company shareholders in connection with the June 23 meeting will continue to be valid for the purposes of the reconvened meeting.
During the meeting, CTI President and CEO, James A. Bianco, M.D., reviewed management milestones of the past year for shareholders. "This past year CTI has been retooled into an almost 'new' company," Bianco said. "By becoming leaner and more focused, we have de-leveraged our balance sheet, moved closer to commercialization of our lead products, and are in the process of expanding CTI's reputation as a leader in gender-based treatments for cancer."
Highlights
-- Raised $115 M of new funding (gross proceeds, prior to interest
payments or fees); including entering into a euro 60 million ($72
million) equity financing arrangement with Societe Generale
-- Retired or exchanged approximately $161 million of debt from balance
sheet as of June 21, 2006
-- Reached agreement with the U.S. Food and Drug Administration (FDA) to
review a new drug application (NDA) submission based on interim results
of the PIONEER trial with the results of the STELLAR 3 and 4 trials to
support the filing
-- Reported that patient recruitment for the PIONEER clinical trial is on
schedule
-- Reached an understanding with European Medicines Agency's Scientific
Advice Working Party that a switch from the superiority endpoints in
the STELLAR trials to non-inferiority endpoints could be justified as a
pathway to approval using the existing data from the STELLAR clinical
trials
-- Reported positive results from pixantrone clinical trials
-- Strengthened relationships with women's and patient advocacy groups
-- Reported the dismissal of the shareholder class action lawsuit and the
dismissal, with leave to amend, of the shareholder derivative lawsuit
Additional Information
The Company's definitive proxy statement with respect to the Annual Meeting of Shareholders originally scheduled to be held June 23, 2006 was mailed to shareholders on or about May 26, 2006 and was filed with the U.S. Securities and Exchange Commission at that time. SHAREHOLDERS OF CELL THERAPEUTICS, INC. ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL ADDITIONAL MATERIALS THAT THE COMPANY FILES WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION RELATING TO THE MEETING. The proxy statement is available free of charge at http://www.sec.gov/. In addition, investors and security holders may obtain free copies of the definitive proxy statement and other documents filed with the SEC on our web site: http://www.cticseattle.com/ or by contacting CTI Investor Relations at the address and telephone number below.
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 http://www.cticseattle.com/.
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. Specifically, the risks and uncertainties include the risk that CTI will be unable to reschedule the annual meeting or unable to get a quorum at the rescheduled meeting of shareholders and the 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/A, 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.
