Cell Therapeutics, Inc. (CTI), a biopharmaceutical company and Novuspharma S.p.A. (Novuspharma) have completed the merger of Novuspharma into CTI. The shareholders of both companies approved the merger in October. All closing conditions have now been satisfied, including approval of the listing of CTI's common stock on the Nuovo Mercato in Italy.
CTI will commence trading on the Nuovo Mercato under the ticker symbol (CTIC). The Novuspharma shares listed under ticker symbols NOV.MI and NOV IM were delisted and the last day of trading for Novuspharma shares was December 30, 2003. CTI continues to trade on the NASDAQ under the CTIC ticker symbol.
"The strategic fit of this merger is perfect, with both companies focused on hematology and oncology, and in particular the development of next generation chemotherapy agents designed to improve the safety and efficacy of existing agents," stated James A. Bianco, M.D., president and CEO of CTI. "Completion of this merger is an important step in our urgent mission to make cancer more treatable."
The combined company will have its own sales force and a pipeline of anti-cancer drugs, including one marketed product -- Trisenox, two products in late-stage clinical development -- Xyotax and Pixantrone, and a robust product pipeline. The complementary expertise of CTI and Novuspharma results in an integrated biopharmaceutical company with capabilities across the entire spectrum of drug discovery, development and commercialization. In addition, the combined company is expected to benefit from a stronger European presence with more global access to patients, physicians, and capital markets.
The company will begin with a balance sheet of approximately $185 million in cash, cash equivalents, securities available-for-sale, and interest receivable (as of December 31, 2003). Resource and cost synergies are expected as a result of the merger.
CTI has issued approximately 15.6 million new shares of CTI common stock as consideration for the approximately 6.4 million Novuspharma ordinary shares outstanding on January 1, 2004. Holders of Novuspharma ordinary shares received 2.45 shares of CTI common stock for each outstanding Novuspharma ordinary share. The exchange of Novuspharma shares for CTI common stock was carried out through a centralized depository system managed by Monte Titoli S.p.A. No fractional CTI shares were issued in the exchange process. Mediobanca S.p.A. acted as Sponsor and Specialist to CTI in the admission of CTI common stock to listing on the Nuovo Mercato in Italy.
Dr. Biancocontinues in the role of president and CEO of the merged entity. Silvano Spinelli, Ph.D., formerly Novuspharma's CEO, has been named executive vice president of development of CTI and managing director of Cell Therapeutics, Inc. (Europe). Erich Platzer, M.D., former chairman of the Board at Novuspharma, and Dr. Spinelli have joined CTI's board of directors as non-executive and executive directors, respectively. A third director to be mutually agreed on by CTI and Novuspharma will be added to CTI's Board of Directors.