Cell Therapeutics Amends 'Modified Dutch Auction' Tender Offer for up to $89.2
million of Its Outstanding Convertible Notes
SEATTLE, May 18 /PRNewswire-FirstCall/ -- Cell Therapeutics, Inc. (the
"Company" or "CTI") (Nasdaq and MTA: CTIC) today announced that it has amended
its "Modified Dutch Auction" tender offer (the "Exchange Offer") to increase
the total consideration of its offer to exchange shares of its common stock,
no par value (the "Common Stock"), and cash for an aggregate of up to $89.2
million principal amount of the following outstanding series of its
convertible notes (the "Notes"):
-- 4% Convertible Senior Subordinated Notes due 2010
-- 5.75% Convertible Senior Notes due 2011
-- 6.75% Convertible Senior Notes due 2010
-- 7.5% Convertible Senior Notes due 2011
-- 9% Convertible Senior Notes due 2012
Under the Exchange Offer, as amended, CTI will now offer to exchange shares of
Common Stock and cash with a value not greater than $600 nor less than $550
(the "Exchange Consideration") for each $1,000 principal amount of Notes
validly tendered and not withdrawn, with such value determined by a "Modified
Dutch Auction" procedure. Originally, the minimum value had been $250 per
$1,000 principal amount and the maximum value had been $300 per $1,000
principal amount. The cash portion of the Exchange Consideration will continue
to be $200. Accrued and unpaid interest to, but excluding, the settlement date
will continue to be exchanged for shares of Common Stock.
As a result of the increase in the portion of the Exchange Consideration
consisting of shares of Common Stock, the Company has increased the maximum
number of shares of Common Stock to be issued upon exchange of the Notes and
to pay accrued and unpaid interest to 30.63 million shares of Common Stock.
A "Modified Dutch Auction" tender offer allows holders of the Notes to
indicate the principal amount of Notes that such holders desire to tender and
the consideration within the specified range of Exchange Consideration at
which they wish to tender such Notes.
As of May 18, 2009, approximately $118.9 million aggregate principal amount of
the Notes was outstanding. The Exchange Offer is conditioned upon a minimum
of $83,260,100 aggregate principal amount of Notes being validly tendered and
not withdrawn, as well as certain other terms and conditions described in the
Company's Offer to Exchange, dated May 12, 2009 (as supplement May 19, 2009,
the "Offer to Exchange"), the related Amended and Restated Letter of
Transmittal, and other related Exchange Offer materials (which collectively,
as may be amended, restated, supplemented, or otherwise modified from time to
time, constitute the "Exchange Offer Documents").
The Exchange Offer is scheduled to expire at 5:00 p.m., New York City time, on
Wednesday, June 10, 2009, unless the Exchange Offer is extended. Tendered
Notes may be withdrawn at any time on or prior to the expiration date of the
Exchange Offer.
CTI is conducting the Exchange Offer in order to reduce the principal amount
of its outstanding indebtedness. CTI believes that reducing its outstanding
indebtedness is necessary in order for its business to operate in light of its
current asset base and revenue prospects.
If the aggregate amount of Notes validly tendered and not properly withdrawn
on or prior to the expiration date at or below the Exchange Consideration
exceeds the amount CTI is offering to exchange, CTI will accept for payment
the Notes that are validly tendered and not properly withdrawn from the
Exchange Offer at or below the Exchange Consideration on a pro rata basis from
among the tendered Notes.
The financial advisor for the Exchange Offer is Piper Jaffray & Co., the
information agent for the Exchange Offer is Georgeson Inc. and the depositary
for the Exchange Offer is U.S. Bank National Association.
About CTI, 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.CellTherapeutics.com.
Sign up for email alerts and get RSS feeds at our Web site,
http://www.CellTherapeutics.com/investors_news.htm
Exchange Offer Statement
This press release is for informational purposes only and is neither an offer
to buy nor the solicitation of an offer to sell, any securities. The full
details of the Exchange Offer, including complete instructions on how to
tender the Notes, are included in the Exchange Offer Documents, which have
been or will be delivered to holders of the Notes. Holders of the Notes should
read carefully the Exchange Offer Documents when they are available because
they contain important information regarding the Exchange Offer. Holders of
Notes may obtain free copies of the Exchange Offer Documents at the SEC's
website at www.sec.gov. In addition, holders may also obtain a copy of these
documents, free of charge, from Georgeson Inc., the information agent for the
Exchange Offer.
While CTI's board of directors has approved the making of the Exchange Offer,
none of CTI, its board of directors, the financial advisor, the information
agent or the depositary makes any recommendation to any holder of the Notes as
to whether to exchange or refrain from exchanging any Notes, or as to the
value of the Exchange Consideration with the range specified by the Company at
which holders may choose to exchange their Notes. CTI has not authorized any
person to make any recommendation with respect to the Exchange Offer. Holders
of the Notes must decide whether to exchange their Notes and, if so, the
principal amount to exchange and the price or prices at which to exchange such
Notes. In doing so, holders of the Notes should carefully evaluate all of the
information in the Exchange Offer Documents before making any decision with
respect to the Exchange Offer and should consult their own investment and tax
advisors.
Holders of the Notes who have questions or would like additional copies of the
Exchange Offer documents may call the information agent at (800) 457-0759.
Banks and brokerage firms may call (212) 440-9800.
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 that could affect the development of products include risks
associated with preclinical and clinical developments in the biopharmaceutical
industry in general, determinations by regulatory, patent and administrative
governmental authorities, competitive factors, technological developments,
costs of developing, CTI's ability to continue to raise capital as needed to
fund its operation, CTI's reduction in annual operating expenses may be less
than projected and the risk factors listed or described from time to time in
CTI's filings with the Securities and Exchange Commission including, without
limitation, CTI's most recent filings on Forms 10-K, 10-Q, and 8-K. Except as
may be required by law, CTI does not intend to update or alter its
forward-looking statements whether as a result of new information, future
events, or otherwise.
Media Contact:
Dan Eramian
T: 206.272.4343
C: 206.854.1200
E: media@ctiseattle.com
www.CellTherapeutics.com/press_room
Investors Contact:
Ed Bell
T: 206.282.7100
Lindsey Jesch
T: 206.272.4347
F: 206.272.4434
E: invest@ctiseattle.com
www.CellTherapeutics.com/investors
SOURCE Cell Therapeutics, Inc.
Media, Dan Eramian, +1-206-272-4343, Cell, +1-206-854-1200,
media@ctiseattle.com, or Investors, Ed Bell, +1-206-282-7100, or Lindsey
Jesch, +1-206-272-4347, Fax, +1-206-272-4434, invest@ctiseattle.com
