SEATTLE, May 30, 2023
/PRNewswire/ -- CTI BioPharma Corp. (Nasdaq: CTIC) ("CTI"), a
commercial biopharmaceutical company focused on the development and
commercialization of novel targeted therapies for blood-related
cancers, today announced that it has cancelled the 2023 Annual
Meeting of Stockholders (the "Annual Meeting") which was scheduled
for June 21, 2023, and has withdrawn
the proposals to have been submitted to stockholders at the Annual
Meeting.
The Annual Meeting has been cancelled due to the ongoing tender
offer by Swedish Orphan Biovitrum AB (publ) (STO: SOBI) ("Sobi") to
acquire all of the outstanding common stock of CTI pursuant to the
Agreement and Plan of Merger, dated as of May 10, 2023, by and among Sobi, a Swedish public
limited liability company, Cleopatra Acquisition Corp., a
Delaware corporation and an
indirect, wholly owned subsidiary of Sobi ("Purchaser"), and CTI
(the "Merger Agreement"). If the transaction contemplated by the
Merger Agreement is not consummated, the Board of Directors will
reschedule the Annual Meeting for a later date.
The transaction is expected to close by the third quarter of
2023, subject to customary closing conditions. CTI expects that the
current members of the Board of Directors will continue as
directors until the closing of the transaction. Upon the closing of
the transaction, CTI common stock will no longer be listed on any
public market.
About CTI BioPharma Corp.
CTI BioPharma is a commercial biopharmaceutical company focused
on the development and commercialization of novel targeted
therapies for blood-related cancers that offer a unique benefit to
patients and their healthcare providers. CTI has one FDA-approved
product, VONJO® (pacritinib), a JAK2, ACVR1, and IRAK1 inhibitor,
that spares JAK1. VONJO is approved for the treatment of adults
with intermediate- or high-risk primary or secondary
(post-polycythemia vera or post-essential thrombocythemia)
myelofibrosis with a platelet count below 50 × 109/L.
This indication is approved under FDA accelerated approval based on
spleen volume reduction. Continued approval for this indication may
be contingent upon verification and description of clinical benefit
in a confirmatory trial(s). CTI is conducting the Phase 3 PACIFICA
study of VONJO in patients with myelofibrosis and severe
thrombocytopenia as a post-marketing requirement. For more
information, please visit www.ctibiopharma.com.
VONJO® is a registered trademark of CTI BioPharma Corp.
Additional Information and Where to Find it
The tender offer described in this press release commenced on
May 25, 2023. This press release is
for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell shares of CTI common stock.
On May 25, 2023, Sobi and Purchaser
filed with the U.S. Securities and Exchange Commission (the "SEC")
a Tender Offer Statement on Schedule TO, and CTI filed a
Solicitation/Recommendation Statement on Schedule 14D-9, with
respect to the tender offer. CTI STOCKHOLDERS AND OTHER INVESTORS
ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER
OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE
READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
TENDER OFFER. The Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, will be sent to all
stockholders of CTI at no expense to them. Stockholders may obtain
free copies of the Tender Offer Statement and the
Solicitation/Recommendation Statement, as each may be supplemented
from time to time, and other documents filed by the parties at the
SEC's website at www.sec.gov. Additional copies may be obtained for
free by contacting Sobi or CTI. Free copies of these materials and
certain other offering documents will be made available by CTI in
response to requests by mail to CTI BioPharma Corp., 3101 Western
Ave #800, Seattle, WA 98121,
Attention: Investor Relations, by email at invest@ctibiopharm.com,
or by directing requests for such materials to the information
agent for the offer, which is named in the tender offer materials.
Copies of the documents filed with the SEC by CTI will be available
free of charge under the "Investor Relations" section of CTI's
internet website at https://investors.ctibiopharma.com/.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Sobi and CTI file
periodic reports and other information with the SEC. Sobi's and
CTI's filings with the SEC are also available for free to the
public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
Forward-Looking Statements
This press release contains forward-looking statements related
to CTI, Sobi and the proposed acquisition of CTI by Sobi (the
"Transaction") that involve substantial risks and uncertainties.
Forward-looking statements include any statements containing the
words "anticipate," "believe," "estimate," "expect," "intend,"
"goal," "may," "might," "plan," "predict," "project," "seek,"
"target," "potential," "will," "would," "could," "should,"
"continue" and similar expressions. In this press release, CTI's
forward-looking statements include statements about the parties'
ability to satisfy the conditions to the consummation of the tender
offer and the other conditions to the consummation of the
Transaction; statements about the expected timetable for completing
the Transaction; and CTI's plans, objectives, expectations and
intentions.
Forward-looking statements are subject to certain risks,
uncertainties, or other factors that are difficult to predict and
could cause actual events or results to differ materially from
those indicated in any such statements due to a number of risks and
uncertainties. Those risks and uncertainties that could cause the
actual results to differ from expectations contemplated by
forward-looking statements include, among other things:
uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of CTI's stockholders will tender
their stock in the offer; the possibility that competing offers
will be made; the possibility that various closing conditions for
the Transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the Transaction; the effects of the
Transaction on relationships with employees, other business
partners or governmental entities; the difficulty of predicting the
timing or outcome of FDA approvals or actions, if any; the impact
of competitive products and pricing; that Sobi may not realize the
potential benefits of the Transaction; other business effects,
including the effects of industry, economic or political conditions
outside of the companies' control; transaction costs associated
with the Transaction; actual or contingent liabilities; and other
risks listed under the heading "Risk Factors" in CTI's periodic
reports filed with the U.S. Securities and Exchange Commission,
including current reports on Form 8-K, quarterly reports on Form
10-Q, and annual reports on Form 10-K, as well as the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by
CTI and the Tender Offer Statement on Schedule TO and related
tender offer documents filed by Sobi and Purchaser in connection
with the Transaction. You should not place undue reliance on these
statements. All forward-looking statements are based on information
currently available to CTI and Sobi, and CTI and Sobi disclaim any
obligation to update the information contained in this press
release as new information becomes available.
For Investors:
Remy Bernarda
Jenny Kobin
invest@ctibiopharma.com
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SOURCE CTI BioPharma Corp.