Print   



For immediate release

6 August 2009

NORTHWEST BIOTHERAPEUTICS ANNOUNCES 

ANNUAL MEETING NOTICE AND PROXY

BETHESDA, MD - August 6, 2009 - Northwest Biotherapeutics, Inc. (AIM: NWBT and NWBS; OTCBB: NWBO) announces that it has today mailed to its shareholders a notice and accompanying proxy circular for the purposes of convening its 2009 annual meeting of shareholders (the 'Annual Meeting') to be held on Friday, September 4, 2009 at 11:00 a.m. (local time) at 7600 Wisconsin Avenue, Suite 750, Bethesda, Maryland 20814, United States.

As announced on July 23, 2009, a proposal will be put to shareholders at the Annual Meeting to approve the cancellation of the admission of the Company's shares of common stock to trading on the London Stock Exchange's AIM market ('AIM') (the 'De-listing').  

 

Reasons for De-listing

After much review and consideration, the Company has concluded that the De-listing, and consolidation of trading in the Company's shares on the OTCBB market in the U.S., is in the best interests of the Company and its shareholders as a whole. The reasons for this include the following:

• The high direct costs of maintaining the Company's AIM listing: the Company estimates that the annual costs significantly exceed £300,000 and that these costs are in addition to the similarly high costs of the Company complying with the Sarbanes Oxley Regulations in the U.S. and other requirements for maintaining a listing in the U.S.;

• The operational and legal difficulties of being subject to two different regulatory regimes in 

   two different countries, in order to maintain listings on both AIM and the U.S. OTCBB: the 

   Company has encountered an ongoing series of situations in which both substantive requirements

    and timing and procedural requirements are different and inconsistent on the two exchanges.  

• The management time taken up with the Company's AIM listing: the Company currently has a very small management team, and this small team is managing multiple programs both in the U.S. and outside the U.S. for regulatory approval, clinical development and compassionate use access to its products. The ongoing regulatory requirements associated with the Company's securities listings in two countries are diverting a quite substantial portion of management time and attention which could more usefully be deployed on the Company's operations.

Timetable for De-listing

Assuming that the proposal for the De-listing is approved by the Company's shareholders, the timetable for the De-listing will be as follows:

No later than 4:00 p.m. (London time) September 1, 2009: final deadline for receipt of proxy notices. The Company's shareholders will receive a proxy card in the mail shortly.  Please follow instructions on the proxy card for voting and mailing.  Please note that all votes should be received at their respective locations 48 hours prior to the Annual Meeting. 

11:00 a.m. (EST) on Friday, September 4, 2009: Annual Meeting to approve (among other things) the De-listing. 

Friday, September 11, 2009: Last day of trading of the Company's shares on AIM.

7:00 a.m. (London time) Monday, September 14, 2009: De-listing to become effective.

Strategy following De-listing

Following the De-listing, the Company will continue to be subject to the SEC's reporting obligations, and it expects that its shares of common stock will continue to be quoted for trading on the U.S. OTCBB market. The Company will continue to keep shareholders informed of the Company's financial and operational performance through ongoing updates in regulatory filings with the U.S. Securities Exchange Commission, as well as updates in press releases when applicable, on the Company's website, (www.nwbio.com), and in investor and scientific meetings.

Trading in the Company's Shares following the De-listing

 

The Company plans to facilitate the ability of shareholders to continue to be able to buy and sell shares in the Company through the U.S. OTCBB, an electronic quotation service, thus maintaining some liquidity for the Company's shares of common stock. The Company plans to prepare and file with the SEC an S-1 Registration Statement, which is expected to include shares held by holders outside the U.S. which were originally issued in connection with the AIM listing, including Reg S holders, and all other outstanding shares held by non-U.S. shareholders. The S-1 registration statement, after being filed and subsequently declared effective by the SEC, will permit the holders named in the registration statement to sell their shares, and following such sales, the shares will remain freely tradable.

 

Details of how UK-based shareholders may trade their shares on the OTCBB will be provided in a further announcement in due course, and will be made available to shareholders on the Company's website at www.nwbio.com.

The quotation of the Company's shares of common stock on the U.S. OTCBB does not provide any guarantee of liquidity in trading in such shares.

Notice of Annual Meeting and Proxy Statement

The notice of the Annual Meeting and accompanying proxy materials have been mailed to shareholders today. A copy of the proxy statement relating to the Annual Meeting is available on the Company's website at www.nwbio.com and at its principal place of business, at 7600 Wisconsin Avenue, Suite 750, Bethesda, Maryland 20814, United States.

Shareholders of record on the Company's books at the close of business on Thursday, July 20, 2009 will be entitled to vote at the Annual Meeting and any adjournments or postponements thereof.  As of the close of business on July 20, 2009, the Company had 45,069,872 shares of common stock outstanding.  Each share of common stock entitles the record holder to one vote on each matter to be voted upon at the Annual Meeting. The affirmative vote of 75% of the votes cast at the meeting is required to approve the proposal for the De-listing. 

About Northwest Biotherapeutics

Northwest Biotherapeutics is a biotechnology company focused on developing immunotherapy products that treat cancers more effectively than current treatments, without toxicity, on a cost-effective basis. The Company has two broad platform technologies: dendritic cell-based vaccines and therapeutic antibodies. The Company is in a large Phase II clinical trial in GBM, with 13 clinical sites across the U.S. The Company has also received clearance from the FDA for a large Phase III trial in prostate cancer, and for Phase I trials in five other cancers. The Company has started, and is currently enrolling patients in, a Phase I/II trial with DCVax® for recurrent metastatic ovarian cancer. The Company's second technology platform, involving antibodies to CXCR4, is at the late pre-clinical development stage.

For further information about clinical sites and Company information please visit the company web site at www.nwbio.com.

Disclaimer

Statements made in this news release that are not historical facts, including statements concerning future securities registrations or other filings with the U.S. Securities and Exchange Commission ('SEC'), future treatment of patients with GBM using DCVax®-Brain, and other future clinical trials, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as 'may,' 'expects,' 'believes,' 'intends,' 'anticipates,' and similar expressions are intended to identify forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated, such as the SEC's review and evaluation of securities registrations or other filings, the Company's ability to raise additional capital, risks related to the Company's ability to enroll patients in its clinical trials and complete the trials on a timely basis, uncertainties related to the clinical trials process, uncertainties about the timely performance of third parties, and uncertainties about whether the Company's products will demonstrate safety and efficacy. Additional information on these and other factors, which could affect the Company's results, is included in its SEC filings and the Risk Factors section of the Form S-1 that the Company is preparing to file. Finally, there may be other factors not mentioned above or included in the Company's SEC filings or upcoming Form S-1 that may cause actual results to differ materially from those projected in any forward-looking statement. You should not place undue reliance on any forward-looking statements. The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.

Important Notice

Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser and broker to the Company and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Collins Stewart Europe Limited nor for providing advice in connection any other matter referred to herein.

For further information, please contact:

Northwest Biotherapeutics, Inc.
Alton L. Boynton, Chief Executive Officer	+1 240 497 9024
Buchanan Communications
Lisa Baderoon (lisab@buchanan.uk.com)  / Mary-Jane Johnson / Catherine Breen	+44 (0)20 7466 5000
Collins Stewart Europe Limited
Adrian Hadden/ Adam Cowen	+44 (0)20 7523 8350

ENDNOAUUUBPRUPBUMQ