DELCATH SYSTEMS, INC.
1100 SUMMER STREET
STAMFORD, CONNECTICUT 06905
IMPORTANT REMINDER TO VOTE YOUR PROXY
May 22, 2006
Dear Stockholder:
Our records indicate your vote has not yet been received for the 2006
Annual Meeting of Stockholders, which will be held at 11:00 a.m. (Eastern Time)
on Tuesday, June 13, 2006, at the Holiday Inn Select, 700 Main Street, Stamford,
Connecticut. Please take a moment right now to ensure that your shares are
represented at this very important meeting.
At the Annual Meeting, you will be asked to approve a proposal to elect two
Class III directors to serve until the 2009 Annual Meeting of Stockholders and
to consider and act upon such other business as may properly come before the
meeting.
The proxy statement also contains a shareholder proposal submitted by
Laddcap Value Partners L.P. which your Board of Directors believes is not in the
best interests of our stockholders. Further, Institutional Shareholder Services
Inc. (ISS), a leading provider of proxy voting and corporate governance
services, published its report on May 18, 2006, recommending that all
stockholders vote AGAINST this proposal. Your Board urges you to vote against
this proposal.
The Company is currently engaged in the process of obtaining premarket
approval for its patented drug delivery system from the U.S Food and Drug
Administration (FDA). Premarket approval is a lengthy, but in the Board's view,
essential step towards maximizing the value of the Company's technology. The
Board believes that, if the Company obtains premarket approval from the FDA, the
value of the Company's technology (and therefore the value of the Company) will
be substantially increased beyond what could reasonably be expected to be
obtained in a sale of the Company today. In furtherance of this goal, the
Company hired two new employees in 2005 and raised $16.6 million in new capital
over the past two years. For these reasons, and the other reasons contained in
the proxy statement, the Board believes that the Company should remain an
independent corporation and recommends that stockholders vote against the
proposal.
*PLEASE VOTE YOUR SHARES TODAY*
In order to ensure that every stockholder has an opportunity to vote his or
her shares, no matter how few or how many shares you may own, we are enclosing
an additional proxy card that will allow you to exercise your rights as a
stockholder.
Please vote by Telephone or by Internet Today pursuant to the instructions
enclosed. Remember -- every share and every vote counts! Alternatively, you may
sign, date and mail your proxy card in the envelope provided. If you have any
questions, please call MacKenzie Partners, Inc., toll-free at (800) 322-2885 or
collect at (212) 929-5500.
Thank you in advance for voting promptly.
Sincerely,
/s/ M.S. Koly
M.S. Koly
President and Chief Executive Officer
This letter contains forward-looking statements which are subject to certain
risks and uncertainties that can cause actual results to differ materially from
those described. Factors that may cause such differences include, but are not
limited to, uncertainties relating to our ability to successfully complete Phase
III clinical trials and secure regulatory approval of our current or future
drug-delivery system and uncertainties regarding our ability to obtain financial
and other resources for any research, development and commercialization
activities. These factors, and others, are discussed from time to time in our
filings with the Securities and Exchange Commission. You should not place undue
reliance on these forward-looking statements, which speak only as of the date
they are made. We undertake no obligation to publicly update or revise these
forward-looking statements to reflect events or circumstances after the date
they are made.