Cell Therapeutics fails to get quorum in Italy

Cell Therapeutics flew its senior executives all the way to Italy to round up shareholders for its annual meeting, but once again it wasn't able to get out the vote.

For the second time this year, the Seattle-based biotech failed to get a quorum of shareholders to vote on common orders of business, such as electing directors, ratifying the auditor and amending the employee stock plan.

About 60 percent of Cell Therapeutics shares are in Italian hands, largely because it bought an Italian biotech company for stock in 2004.

But those stockholders turn out to be an elusive lot — the opposite of activist shareholders.

The company first tried to get its annual-meeting business wrapped up at a Seattle gathering in June. But too many shareholders were no-shows, so this week it tried again.

In a statement Friday, the company said it adjourned the meeting in Milan, Italy, to give shareholders more time to send in ballots. Under Washington law, the votes cast can remain valid for up to 120 days, it said.

Dan Eramian, executive vice president of corporate communications, said about 85 million of the company's total 145 million outstanding shares are held in Italy. He said most of those shares are in institutional hands, but it has been difficult to get them to vote because they don't ordinarily do so for Italian public companies. The company has also said Italian privacy laws made it difficult to contact shareholders directly.

Chief Executive James Bianco said at the meeting, which was webcast, that the company "came close" to a quorum and about 95 percent of American shareholders voted. He said the company will continue to reach out to the top 20 banks in Italy to encourage them to send in ballots.

The company, a developer of cancer drugs, purchased the Italian company Novuspharma to obtain Pixantrone. The drug is now in clinical trials as a modified chemotherapy for non-Hodgkin's lymphoma, designed to limit side effects against the heart. It still has a research center near Milan, and is dual-listed on the Nasdaq and Nuovo Mercato.

During the meeting, Bianco presented plans to make more tolerable chemotherapies. None of its drugs is currently approved for U.S. or European patients.

Eramian said the failure to reach a quorum does not threaten its compliance with Nasdaq listing requirements or break SEC rules for public companies. He said it also will not stall any of the company's drug-development programs.

Stephen Graham, a partner with Orrick, Herrington & Sutcliffe, said a shareholders' meeting is a matter of state law. Mostly, he said, the repeated failure to complete the meeting's business is "a bit embarrassing."

Some shareholders who attended the meeting grilled Bianco over the company's performance, and some thanked him for coming to Italy. One asked about his sales of company stock, another asked about a lung-cancer clinical trial that was halted last month because of premature deaths.

Cell Therapeutics stock closed down 3 percent Friday to close at $1.77 a share. The stock is down 19 percent this year.

Luke Timmerman: 206-515-5644 or ltimmerman@seattletimes.com