SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
DELCATH SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
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[_] Fee paid previously with preliminary materials.
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Company Contact: Investor Contacts:
Delcath Systems, Inc. Todd Fromer / Garth Russell
M. S. Koly, Chief Executive Officer KCSA Worldwide
203-323-8668 (212) 896-1215 / (212) 896-1250
www.delcath.com tfromer@kcsa.com / grussell@kcsa.com
Media Contact:
Lewis Goldberg
KCSA Worldwide
(212) 896-1216
lgoldberg@kcsa.com
FOR IMMEDIATE RELEASE
Federal Court Prohibits Laddcap From Taking Any Action On Consents
- - -
Lawsuit Seeks to Allow Delcath Shareholders to Vote
Based on Full and Accurate Information
STAMFORD, Conn., August 18, 2006 -- Delcath Systems, Inc. (NASDAQ: DCTH)
announced today that a federal court has temporarily prohibited Laddcap Value
Partners LP and certain related entities (the "Ladd Defendants") from taking any
action based on consents that they may obtain as part of their consent
solicitation.
As previously announced, Delcath commenced a lawsuit against the Ladd Defendants
for alleged violations of the federal securities laws. The lawsuit alleges that
the Ladd Defendants have made a series of material misrepresentations and
omissions to Delcath's shareholders in connection with their campaign to take
control of the Company. This includes Ladd Defendants' statements surrounding
two investment banking firms, Fulcrum Global Partners LLC and Glocap Funding,
LLC, from which the Ladd Defendants obtained a valuation of Delcath and shared
with other Delcath shareholders. Ladd Defendants misrepresented their
relationships with both banks and the banks' backgrounds, including the fact
that neither had the capability to, nor had ever previously, issued a single
fairness opinion or valuation on any company that has been filed with the SEC.
The lawsuit seeks to require the Ladd Defendants to correct their
misrepresentations and omissions before attempting to use their consent
solicitation to replace Delcath's Board of Directors with their own slate of
handpicked director nominees.
The Honorable Reggie B. Walton of the U.S. District Court for the District of
Columbia entered an order temporarily prohibiting the Ladd Defendants from
taking any action based on consents obtained during their consent solicitation.
Though the Ladd Defendants have filed a Schedule 14A Definitive Proxy Statement
to commence their solicitation of shareholder consents, Judge Walton's order
prohibits the Ladd Defendants from taking any action with respect to consents
they may
obtain and also from disclosing any tallies of consents they may obtain. Judge
Walton also indicated that he would be transferring the lawsuit to the U.S.
District Court for the Southern District of New York for the convenience of the
parties. Delcath intends to vigorously pursue the lawsuit and seek further
injunctive relief from the New York federal court to ensure that Delcath's
shareholders can decide on the future of their Company based on full and
accurate information.
About Delcath Systems, Inc.
Delcath Systems is a developer of isolated perfusion technology for organ or
region-specific delivery of therapeutic agents. The Company's intellectual
property portfolio currently consists of 12 patents on a worldwide basis,
including the country-regionUnited States, Europe, Asia and
placecountry-regionCanada. For more information, please visit the Company's
website, www.delcath.com.
This release 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. Delcath undertakes no obligation to publicly update or revise
these forward-looking statements to reflect events or circumstances after the
date they are made.
On August 1, 2006, Laddcap filed a preliminary consent solicitation statement
with the SEC relating to Laddcap's proposal to, among other things, remove the
current Board of Directors and replace them with Laddcap's nominees. In
response, on August 7, 2006, Delcath filed a preliminary consent revocation
statement on Form PREC14A with the SEC (the "Preliminary Consent Revocation
Statement") in opposition to Laddcap's consent solicitation. Delcath
shareholders should read the Preliminary Consent Revocation Statement (including
any amendments or supplements thereto) because it contains additional
information important to the shareholders' interests in Laddcap's consent
solicitation.
The Preliminary Consent Revocation Statement, the definitive consent revocation
materials (when filed) and other public filings made by Delcath with the SEC are
available free of charge at the SEC's website at www.sec.gov. Delcath also will
provide a copy of these materials free of charge upon request to Delcath
Systems, Inc., Attention: M. S. Koly, Chief Executive Officer, (203) 323-8668.
Delcath has engaged MacKenzie Partners, Inc., who may be deemed to be a
participant in the solicitation of Delcath shareholders, to assist in connection
with Delcath's communications with shareholders regarding Laddcap's consent
solicitation. Information regarding the interests of MacKenzie Partners, Inc. is
contained in the Preliminary Consent Revocation Statement (including any
amendments or supplements thereto). In addition, certain of Delcath's directors,
officers and employees may be deemed to be participants in the solicitation of
Delcath's shareholders. Information regarding the names and interests of these
other persons is contained in the Preliminary Consent Revocation Statement
(including any amendments or supplements thereto).
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