SEATTLE, June 2 /PRNewswire-FirstCall/ -- Cell Therapeutics, Inc. (the
"Company" or "CTI") (Nasdaq and MTA: CTIC) today announced that it has amended
and restated its "Modified Dutch Auction" tender offer to a fixed price tender
offer for any and all of the approximately $118.9 million outstanding
principal amount of five series of its convertible notes (the "Notes"). In
addition, rather than a single offer for a combined aggregate principal amount
of Notes, the Company is now offering to exchange, in separate concurrent
offers as set forth below (each, an "Exchange Offer" and together, the
"Exchange Offers"), shares of Common Stock and cash for any and all of its:
(i) $55,150,000 aggregate outstanding principal amount of 4% Convertible
Senior Subordinated Notes due 2010;
(ii) $23,000,000 aggregate outstanding principal amount of 5.75%
Convertible Senior Notes due 2011;
(iii) $7,000,000 aggregate outstanding principal amount of 6.75%
Convertible Senior Notes due 2010;
(iv) $33,458,000 aggregate outstanding principal amount of 7.5%
Convertible Senior Notes due 2011; and
(v) $335,000 aggregate outstanding principal amount of 9.0% Convertible
Senior Notes due 2012.
Under the Exchange Offers, CTI is offering to exchange (i) $134.50 cash,
and (ii) 458 shares of its Common Stock for each $1,000 principal amount of
Notes validly tendered and not withdrawn in each Exchange Offer (the "Exchange
Consideration"). The Exchange Consideration will be the same for each
Exchange Offer. Accrued and unpaid interest to, but excluding, the settlement
date on Notes validly tendered and not withdrawn in the Exchange Offers will
be paid in cash.
As a result of the amendment and restatement, the Exchange Offers have
been extended and will now expire at 5:00 p.m., New York City time, on
Tuesday, June 16, 2009, unless the Exchange Offers are further extended.
Tendered Notes may be withdrawn at any time on or prior to the expiration date
of the Exchange Offers.
As of June 1, 2009, approximately $118.9 million aggregate principal
amount of the Notes was outstanding. The Exchange Offers are conditioned upon
the satisfaction of certain terms and conditions described in the Company's
Amended and Restated Offer to Exchange, dated June 2, 2009, the related
Amended and Restated Letter of Transmittal, and other related offer materials
(which collectively, as may be amended, restated, supplemented, or otherwise
modified from time to time, constitute the "Exchange Offer Documents"), which
have been or will be delivered to holders of the Notes.
CTI is conducting the Exchange Offers 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.
The financial advisor for the Exchange Offers is Piper Jaffray & Co., the
information agent for the Exchange Offers is Georgeson Inc. and the depositary
for the Exchange Offers 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
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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 Offers, including complete instructions on how to
tender the Notes, are included in the Exchange Offers 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
While CTI's board of directors has approved the making of the Exchange
Offers, 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 in
the Exchange Offers. CTI has not authorized any person to make any
recommendation with respect to the Exchange Offers. Holders of the Notes must
decide whether to exchange their Notes in each Exchange Offer. 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 Offers 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.
SOURCE Cell Therapeutics, Inc.
Web Site: http://www.celltherapeutics.com