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To: Done, gone. who wrote (9715)8/18/2006 7:19:23 PM
From: Done, gone.  Read Replies (1) | Respond to of 12465
 
Laddcap Issues Open Letter Asking Delcath Stockholders to Support their Experienced Unaffiliated Slate by Returning the Blue Consent Cards
Friday August 18, 9:15 am ET

NEW YORK--(BUSINESS WIRE)--Aug. 18, 2006--Laddcap Value Partners LP today announced that it issued the following letter to Delcath (Nasdaq: DCTH - News) stockholders on or about August 18, 2006 asking for their written consent to remove and replace Delcath's current Board of Directors with the slate of experienced nominees who will work diligently to advance Delcath's technology and expand stockholder value in the near and long-term.
Dear Fellow Delcath Stockholders:

Laddcap Value Partners LP ("Laddcap") is the largest stockholder
of Delcath Systems, Inc. ("Delcath" or the "Company"), currently
owning 2,230,083 or over 11% of the Company's outstanding shares. We
own more Delcath shares than all of Delcath's officers and directors
combined. We believe that Delcath has significant inherent value that
has been inadequately exploited by the current Board of Directors and
management. We are eager to advance the Company's technology with a
higher degree of urgency by ensuring that the Board of Directors and
management has access to all available skills and resources. Our
proposed changes are intended to increase the likelihood of maximum
value realization for the benefit of all Delcath stockholders in the
near and long-term.

We are asking for your written consent to remove all directors
from Delcath's board and, upon such removal, to replace them with our
nominees. As many of you are aware, we recently challenged the
re-election of Mark Corigliano and Victor Nevins to the Company's
board because we did not believe that they had the necessary
experience to guide Delcath in the future and because we questioned
the current board's independence and oversight of management. Based on
the voting information disclosed by Delcath from the annual meeting,
it appears that over 56% of the shares actually voted by Delcath
stockholders were voted to withhold support for Messrs. Corigliano and
Nevins. This significant showing by fellow stockholders does not
include any shares voted by brokers on behalf of their clients who did
not respond. In addition, nearly 60% of the votes cast were in favor
of Laddcap's proposal that Delcath retain an investment banker,
despite the opposition from Delcath.

We strongly believe that the vote at the annual meeting reflected
stockholders' desire for change and for a cessation of business as
usual. As succinctly stated at the meeting by an institutional
stockholder, "when is this company going to grow up?" Based on many
conversations with stockholders around the time of the annual meeting,
it appears to us that many stockholders feel that the great promise of
the Company's device is potentially being compromised by a lack of
urgency on the part of a board that we view as inexperienced, and by
shortcomings in corporate governance and management oversight.

Shortly after the annual meeting, we approached Delcath with a
simple proposition: Mark Corigliano, Victor Nevins and Daniel Isdaner
should resign as directors and be replaced with three, mutually
agreeable, new independent directors with professional experience from
which Delcath can draw as it looks toward FDA approval of its delivery
system. Unfortunately, our simple proposal was rejected and in its
place, Delcath announced plans to expand the board to include two
additional unnamed directors. We did not agree with this proposed
change as we believe that adding two additional directors to the board
will not change the oversight of management and will not provide the
substantive change that we believe is necessary.

The public disclosure by Delcath of the proposed board expansion
occurred on June 27, 2006, when it issued a press release. On July 10,
2006, two weeks later, Laddcap withdrew its request for a special
meeting of Delcath's stockholders. To effectuate this withdrawal,
counsel between Laddcap and Delcath exchanged a letter confirming the
withdrawal of the request for a special meeting, the form of press
release to be used by Delcath and the dismissal of litigation in
Delaware. This letter specifically provided that the agreement shall
not "prejudice or restrict any future actions that (Laddcap or
Delcath) may desire to take."

In light of the Company's actions and in light of what we believe
is the prevailing desire of stockholders for substantive change, we
believe that it is necessary and appropriate to bring the issue to
you, our fellow stockholders, as soon as possible. Delcath is your
company and the choice is now yours to make.

We are asking your consent to:

1. remove without cause M.S. Koly, Samuel Herschkowitz, M.D.,
Mark A. Corigliano, Daniel Isdaner and Victor Nevins as
directors of the Company and any other person or persons
(other than the persons elected pursuant to this proposed
action by written consent) elected or appointed to the Board
of Directors (the "Board") of the Company prior to the
effectiveness of these Proposals; and

2. elect the following five persons as directors of the
Company to fill the vacancies resulting from Proposal 1:
Jonathan A. Foltz, Michael Karpf, M.D., Robert B. Ladd, Paul
William Frederick Nicholls and Fred S. Zeidman (the
"Unaffiliated Slate"); and

3. repeal each of the provisions of the Company's Bylaws or
amendments of the Bylaws that are adopted after December 31,
2005 and before the effectiveness of the foregoing two
Proposals (as of the date of this consent solicitation
statement, we are not aware of any changes to the Company's
Bylaws that were adopted after December 31, 2005).

In an effort to increase both short-term and long-term stockholder
value, we are proposing the Unaffiliated Slate, which we believe would
bring to the Company diverse experiences from the medical, financial,
and regulatory fields. We believe that the experiences of the
Unaffiliated Slate stand in contrast to Delcath's existing Board. A
biographical summary of each member of the Unaffiliated Slate is
included for your review in the Consent Solicitation Statement.

If elected, among other things, the Unaffiliated Slate anticipates
reviewing Delcath's corporate governance practices against current
best practices. This review would include consideration of (i)
rescinding Delcath's poison pill (which was never approved by
Delcath's stockholders), (ii) eliminating the staggered terms of
Delcath's directors, and (iii) adopting majority voting for directors.
In addition, the Unaffiliated Slate will avail itself of specialists
in the field of executive compensation to set appropriate guidelines
for cash and stock compensation for senior management and directors.

With respect to the business operations of Delcath, if elected,
during the balance of fiscal year 2006 the Unaffiliated Slate
anticipates Delcath: (i) with the support of the National Cancer
Institute (NCI), seeking to establish at least two additional sites
for Delcath's ongoing Phase III trial using melphalan; (ii) seeking
opportunities to enhance its working relationship with the NCI by
funding new initiatives using Delcath's device; (iii) reviewing
whether continuing to devote resources to the doxorubucin Phase III
trials undermines the melphalan Phase III trial treating the same
patient population; (iv) establishing a collaboration with a filter
expert to improve and customize the filters for use within the Delcath
system, as well as for future filter variations to address alternative
uses of Delcath's device; (v) testing the feasibility of using its
device in the treatment of Hepatitis C; and (vi) retaining a
nationally recognized investment banking firm with expertise in the
medical device industry.

The retention of a nationally recognized investment banking firm
will allow Delcath and its board to be provided with expert advice
with respect to, among other things, capital raising, strategic
transactions, more visibility with research analysts and more
visibility within the medical device industry. Laddcap believes that
Delcath and its board can only benefit from hearing the views and
perspective of industry experts. Moreover, Laddcap does not have a
current intention to compel an immediate sale of Delcath should
Laddcap be successful in this consent solicitation. Any decision to
retain investment bankers or to take other strategic decisions rests
solely with Delcath's Board of Directors; such decisions cannot be
taken unilaterally by Laddcap. Moreover, Laddcap believes that a sale
of Delcath would require the approval of Delcath's stockholders.

For 2007, the Unaffiliated Slate anticipates Delcath also trying
to (i) add at least one additional Phase III site to speed trial
completion; (ii) expand testing to at least one new organ or body
region; and (iii) establish a presence for Delcath within at least one
major cancer conference.

Through the Consent Solicitation Statement that you will shortly
be receiving in the mail, Laddcap is providing all holders of
Delcath's shares as of July 27, 2006 (the "Record Date") with an
opportunity to remove and, subject to the qualifications set forth on
page 14 under the heading "CONSENT PROCEDURES", replace the members of
the Board with the Unaffiliated Slate upon such removal. All Delcath
stockholders, who hold shares as of the Record Date, are being asked
to express their written consent to the three proposals by marking,
signing, and dating the enclosed BLUE Consent Card and returning it in
the enclosed, postage-paid envelope, to The Altman Group, Inc. at 1200
Wall Street West, 3rd Floor, Lyndhurst, NJ 07071.

LADDCAP CAN ONLY IMPLEMENT ITS PLAN WITH YOUR HELP

LADDCAP URGES YOU TO TAKE ADVANTAGE OF THIS OPPORTUNITY TO CHANGE
THE COMPOSITION OF THE BOARD. LADDCAP BELIEVES THIS CHANGE WILL
BENEFIT ALL STOCKHOLDERS. IF WE FAIL IN THIS EFFORT, WE MAY NOT
INITIATE ANOTHER OPPORTUNITY TO BRING NEW LEADERSHIP TO DELCATH.
PLEASE CONSENT WITH RESPECT TO ALL SHARES FOR WHICH YOU WERE
ENTITLED TO GIVE CONSENT AS OF THE RECORD DATE, AS SET FORTH ON YOUR
BLUE CONSENT CARD, IN FAVOR OF EACH PROPOSAL AS DESCRIBED IN THE
CONSENT SOLICITATION STATEMENT.

CONTACT US

If anything in this press release or in other materials you may
receive from us or Delcath raises any questions for you, please
contact us. We believe it is important to maintain an open and
on-going dialogue with stockholders. We want to hear from you, hear
your views concerning Delcath and answer any questions that you may
have about our proposals or the unaffiliated slate of directors.
Therefore, please call, write, fax or email us your name, address,
email address and number of shares of Delcath stock you held on July
27, 2006; please also include your phone number. Our contact
information is set forth below or you may call our consent solicitor,
The Altman Group toll free at (800) 581-5375.

Thank you for your support,

LADDCAP VALUE PARTNERS LP

/s/ Robert B. Ladd
By: _______________________________
Robert B. Ladd, in his capacity as the managing member of Laddcap
Value Associates LLC, the general partner of Laddcap Value
Partners LP

----------------------------------------------------------------------

PLEASE SIGN, DATE AND RETURN YOUR BLUE CONSENT CARD

If you have any questions or require any assistance in executing
your written consent, please call:

The Altman Group, Inc.
1200 Wall Street West, 3rd Floor, Lyndhurst, NJ 07071
(800) 581-5375
Banks and Brokers Call Collect: (201) 806-7300

Laddcap Value Partners LP
650 Fifth Avenue, Suite 600
New York, NY 10019
(212) 259-2070
info@laddcapvalue.com

----------------------------------------------------------------------

In connection with our consent solicitation, on August 17, 2006 we
filed a definitive consent solicitation statement with the Securities
and Exchange Commission (the "SEC"). In addition, we may file other
consent solicitation materials regarding this consent solicitation.
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE CONSENT SOLICITATION
STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Definitive
consent solicitation statements and BLUE consent cards are currently
being mailed to Delcath stockholders. Stockholders are also able to
obtain a free copy of the definitive consent solicitation statement at
the SEC's website, www.sec.gov. The definitive consent solicitation
statement may also be obtained free of charge from our offices by
contacting us via the contact information set forth above.

Contact:
Laddcap Value Partners LP
Robert Ladd, 212-259-2070
rladd@laddcapvalue.com
Source: Laddcap Value Partners LP


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