8SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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[_] Definitive Proxy Statement
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[X] Soliciting Material Pursuant to Section 240.14a-12
DELCATH SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
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[GRAPHIC OMITTED]
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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ISS Recommends AGAINST giving Control of
Delcath's Board of Directors to Laddcap
- - -
Delcath Requests Investors Vote Gold to Revoke Any Blue Consent Cards
STAMFORD, Conn., September 13, 2006 -- Delcath Systems, Inc. (NASDAQ: DCTH)
announced today that Institutional Shareholder Services ("ISS"), the nation's
leading independent proxy advisory firm, recommended that its clients holding
the Company's shares NOT give control of Delcath's Board of Directors to
Laddcap.
The ISS recommendation follows a thorough analysis of the situation between
Laddcap and the Delcath Board of Directors, and the potential negative impact on
shareholder value if Laddcap were to succeed in replacing the entire board of
directors of Delcath Systems. In its report, ISS stated, "...we believe that
replacement of the entire board is likely to adversely affect shareholder value
by significantly increasing 'management continuity' uncertainty, especially if
Mr. Koly resigns. Moreover, after meeting with both Laddcap and Delcath, we were
not convinced that the dissident's plan is much different from that of the
management. Also, we believe, that the recent decline in stock price, following
Laddcap's written consent announcement, is also indicative of investor concern
about potential management change. Consequently, we recommend shareholders
nominate two members from Laddcap's slate to the board, replacing two existing
directors."
"Although we are disappointed by ISS's split decision, we are pleased their
report acknowledges that giving complete control of the Board to Laddcap is not
in the best interest of shareholders," stated M.S. Koly, President and Chief
Executive Officer of Delcath Systems. "In their report, the ISS recommends
shareholders nominate two directors representing Ladd's interests and removing
two of our proven Board members. Based on recent discussions with Mr. Ladd to
reach a compromise, we feel he will stop at nothing short of control of
Delcath's Board. We have previously stated, and the ISS report reinforces our
position that giving Mr. Ladd control of the Board is likely to have an adverse
affect on shareholder value."
DELCATH RECOMMENDS THAT SHAREHOLDERS THAT HAVE RETURNED A BLUE CONSENT CARD
IMMEDIATELY SIGN AND COMPLETE A GOLD CONSENT CARD. DO NOT SIGN ANY BLUE CARD YOU
RECEIVE FROM LADDCAP VALUE PARTNERS LP.
Urgent: While it is unclear if ISS's recommendation is even workable under the
Company's bylaws, in order 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
ISS is widely recognized as the nation's leading independent proxy advisory
firm, providing vote recommendations for more than 8,500 U.S. shareholder
meetings annually. Its analyses and recommendations are relied upon by hundreds
of major institutional investment firms, mutual funds and fiduciaries throughout
the United States.
About Institutional Shareholder Services
(ISS) is the world's leading provider of proxy voting and corporate governance
services with over 20 years of experience. ISS serves more than 1,600
institutional and corporate clients worldwide with its core business --
analyzing proxies and issuing informed research and objective vote
recommendations for more than 33,000 companies across 115 markets worldwide.
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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