3. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 10, 2023 (the “Merger Agreement”), by and among Parent, Purchaser and CTI BioPharma. The Merger Agreement provides, among other things, that after consummation of the Offer, Purchaser will merge with and into CTI BioPharma (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), with CTI BioPharma continuing as the surviving corporation and as a wholly owned, indirect subsidiary of Parent. At the effective time of the Merger, each outstanding Share (other than any Shares owned directly or indirectly by Parent, Purchaser, CTI BioPharma or any of their direct or indirect wholly owned subsidiaries and any Shares held by stockholders who validly exercise their appraisal rights in connection with the Merger) will be automatically converted into the right to receive the Offer Price, net to the holder in cash, without interest and subject to any applicable withholding taxes. The Merger Agreement is more fully described in Section 11 of the Offer to Purchase.
4. The Board of Directors of CTI BioPharma has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to, and in the best interests of, CTI BioPharma and its stockholders; (ii) declared it advisable to enter into the Merger Agreement; (iii) adopted and approved the execution, delivery and performance by CTI BioPharma of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iv) resolved that the Merger shall be effected under Section 251(h) of the DGCL; and (v) resolved to recommend that CTI BioPharma’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer.
5. The Offer and withdrawal rights expire at one minute following 11:59 p.m., Eastern Time, on June 23, 2023, unless the Offer is extended or terminated by Purchaser (as may be extended or terminated pursuant to the terms of the Merger Agreement, the “Expiration Time”).
6. The Offer is conditioned upon, among other things: (i) prior to the expiration of the Offer, there being validly tendered and not validly withdrawn a number of Shares (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as defined by Section 251(h)(6)(f) of the DGCL) that, together with the Shares, if any, then owned by Parent or any of its controlled affiliates, would represent at least one more Share than 50% of the sum of (A) the total number of Shares outstanding as of the expiration of the Offer and (B) the total number of Shares that CTI BioPharma would be required to issue upon conversion, settlement, exchange or exercise of all options, warrants, rights or securities outstanding at the time of the expiration of the Offer, that are convertible, exchangeable or exercisable into Shares, other than outstanding shares of preferred stock of CTI BioPharma (whether then outstanding or for which the conversion, settlement, exchange or exercise date has already occurred at the time of the expiration of the Offer but, in any event, without duplication); (ii) the Merger Agreement shall not have been validly terminated in accordance with its terms); and (iii) prior to the expiration of the Offer, the expiration or termination of any waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended. The Offer is also subject to the other conditions described in the Offer to Purchase.
7. Any and all stock transfer taxes applicable to the sale of Shares pursuant to the Offer will be paid by you, except as otherwise set forth in Instruction 6 of the Letter of Transmittal.
8. If you do not complete and sign the Internal Revenue Service Form W-9 that is included in the Letter of Transmittal (or other applicable form, such as the applicable Internal Revenue Service Form W-8), you also may be subject to backup withholding at the applicable statutory rate on the gross proceeds payable to you. See Instruction 8 of the Letter of Transmittal.
If you wish to have us tender any or all Shares held for your account, please complete, sign, detach and return to us the instruction form below. An envelope in which you can return your instructions to us is enclosed. If you authorize tender of any or all Shares held for your account, all such Shares will be tendered unless otherwise specified on the instruction form. Your instructions should be forwarded to us in sufficient time to permit us to submit a tender on your behalf prior to the Expiration Time.
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