Cell Therapeutics Amends 'Modified Dutch Auction' Tender Offer for up to $89.2 million of Its Outstanding Convert...(and the consideration within the specifi...)

As of May 18, 2009, approximately $118.9 million aggregate principal amount of the Notes was outstanding. The Exchange Offer is conditioned upon a minimum of $83,260,100 aggregate principal amount of Notes being validly tendered and not withdrawn, as well as certain other terms and conditions described in the Company's Offer to Exchange, dated May 12, 2009 (as supplement May 19, 2009, the "Offer to Exchange"), the related Amended and Restated Letter of Transmittal, and other related Exchange Offer materials (which collectively, as may be amended, restated, supplemented, or otherwise modified from time to time, constitute the "Exchange Offer Documents").

The Exchange Offer is scheduled to expire at 5:00 p.m., New York City time, on Wednesday, June 10, 2009, unless the Exchange Offer is extended. Tendered Notes may be withdrawn at any time on or prior to the expiration date of the Exchange Offer.

CTI is conducting the Exchange Offer in order to reduce the principal amount of its outstanding indebtedness. CTI believes that reducing its outstanding indebtedness is necessary in order for its business to operate in light of its current asset base and revenue prospects.

If the aggregate amount of Notes validly tendered and not properly withdrawn on or prior to the expiration date at or below the Exchange Consideration exceeds the amount CTI is offering to exchange, CTI will accept for payment the Notes that are validly tendered and not properly withdrawn from the Exchange Offer at or below the Exchange Consideration on a pro rata basis from among the tendered Notes.

The financial advisor for the Exchange Offer is Piper Jaffray & Co., the information agent for the Exchange Offer is Georgeson Inc. and the depositary for the Exchange Offer is U.S. Bank National Associati
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