8SCHEDULE 14A INFORMATION
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DELCATH SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
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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
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Media Contacts:
Lewis Goldberg
KCSA Worldwide
(212) 896-1216
lgoldberg@kcsa.com FOR IMMEDIATE RELEASE
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Delcath's Board Maintains Efforts to Reach a Resolution with Laddcap
- - -
Delcath Requests Investors Vote Gold to Revoke Any Blue Consent Cards
Already Submitted
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Provides Update on Status of Federal Securities Litigation
STAMFORD, Conn., September 18, 2006 -- Delcath Systems, Inc. (NASDAQ: DCTH)
announced today that it is maintaining its efforts to reach an amicable
resolution with Laddcap that is in the best interest of all shareholders.
"We have always been open to a reasonable compromise with Laddcap," said M.S.
Koly, President and CEO of Delcath, "In a press release this morning, Laddcap,
for the first time since the Consent Solicitation began, publicly indicated that
it might be willing to consider something less than control of the Delcath Board
of Directors."
While the Delcath Board of Directors hopes that a reasonable agreement can be
reached to end the costly Consent Solicitation process initiated by Laddcap,
there can be no assurance as to when or if such an agreement can be reached.
Accordingly, the Delcath Board urges shareholders to not deliver Laddcap's Blue
Consent Card and to VOTE the GOLD CONSENT CARD to revoke any consent previously
given to Laddcap.
Nevertheless, if shareholders would like to vote along with the recommendations
of Institutional Shareholder Services ("ISS") or Glass, Lewis & Co. PLEASE BE
CAREFUL WHEN SENDING IN YOUR BLUE CARD! It is important to follow the
instructions listed below. If you have any questions, please call MacKenzie
Partners, Inc., toll-free at (800) 322-2885 or collect at (212) 929-5500.
To vote according to ISS, shareholders must check the following boxes before
returning a BLUE consent card:
o Check the Consent Box for Proposal One and write in the names of Mr.
Koly, Dr. Herschkowitz and Mr. Isdaner
o Check the Consent box on Proposal 2 and write in the names of Messrs.
Foltz, Nicholls and Zeidman
o Check the Consent box on Proposal 3
-- OR --
To vote according to Glass Lewis, shareholders must check the following boxes
before returning a BLUE consent card:
o Check the Consent Box for Proposal One and write in the names of Mr.
Koly, Dr. Herschkowitz and Mr. Isdaner
o Check the Consent box on Proposal 2 and write in the names of Messrs.
Karpf, Nicholls and Zeidman
o Check the Consent box on Proposal 3
Status of Federal Securities Lawsuit Against Laddcap
As previously announced, a federal judge has ruled that Delcath has demonstrated
a "likelihood of success on the merits" of its federal securities claims against
Laddcap and certain related entities (the "Ladd Defendants"), and also
"irreparable injury" because Delcath's shareholders have been "deprived of their
statutory right to receive accurate information and to be free from deceptive
information bearing on their investment and voting decisions." On August 29,
2006, the judge granted Delcath's application for a temporary restraining order
preventing Laddcap from acting on any consents it receives until the judge rules
on Delcath's application for a preliminary injunction. Delcath may not act on
any consent revocations it receives for the same period of time. The hearing on
Delcath's application for a preliminary injunction hearing was scheduled to go
forward on Monday, September 18, 2006. However, because of the Ladd Defendants'
failure to comply with certain of the judge's discovery orders, the hearing has
been postponed. The new date for the hearing has yet to be scheduled, but is
expected to be sometime in October.
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 United States, Europe, Asia and Canada. 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. We undertake no obligation to publicly update or revise these
forward-
looking statements to reflect events or circumstances after the date they are
made.
On August 17, 2006, Laddcap filed a definitive 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 21, 2006, Delcath filed a definitive consent revocation
statement on Form DEFC14A (the "Definitive Consent Revocation Statement") with
the SEC in opposition to Laddcap's consent solicitation. Delcath shareholders
should read the Definitive 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 Definitive Consent Revocation Statement 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.
If you have any questions, please call MacKenzie Partners, Inc., toll-free at
(800) 322-2885 or collect at (212) 929-5500
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