A funny thing happened on the way to the quorum
By Rami Grunbaum, deputy business editor, and Seattle Times business staff
What part of "con conseguenze negative sulla nostra capacità di reperire in futuro risorse di capitale" don't they understand?
The Italian shareholders who own most of Seattle-based Cell Therapeutics are being so uncooperative that last week the company warned it might try something drastic. As with other 15-year-olds, its threat was more like a cry for help.
The biotech company has been frustrated since last June in getting a quorum of stockholders — 50.1 percent — represented at its annual meeting, as required by Washington law. After its 2004 stock-swap purchase of a publicly traded Milan company, and an apparent surge in interest by retail investors there, Cell Therapeutics finds 60-plus percent of its shareholders in Italy.
Or, more accurately, doesn't find them. Only 6 million of the 87 million Italian-owned shares were voted when it tried a second time in November — even after company executives flew to Milan and held the gathering at the Borsa Italiana.
"The ones that came, they do their homework, they know the story," says Cell Therapeutics Chairman and CEO James Bianco. But these were only about 75 of the 18,000 individual investors there who own the stock, he says.
The "conseguenze negative" (negative consequences) aren't far off. Cell Therapeutics is only authorized to issue 200 million common shares, and it's only 12.9 million shares from hitting that ceiling, according to proxy filings.
So last month's proposal to acquire DOR BioPharma company with a lot of Cell Therapeutics stock, or any effort to raise capital, could be affected.
Bianco says such moves could be done with preferred shares, further complicating the company's financial structure, if the Italians don't join in authorizing an increase in the common shares.
Cell Therapeutics said this week it's considering delisting from the Italian MTAX exchange — "If we're forced to do it, we'll do it," Bianco says. It's also exploring other strategies to bring in those Italian shareholders — or ease them out of the stock.
All of which surely adds up to a lot of liras for lawyers and such.
On the bright side, Bianco says, "it's certainly a lot less expensive" than dealing with its U.S. attorneys.
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