- Amended Statement of Ownership: Solicitation (SC 14D9/A)
06 August 2012 - 8:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 12)
ALLOS
THERAPEUTICS, INC.
(Name of Subject Company)
ALLOS THERAPEUTICS, INC.
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
019777101
(CUSIP Number of Class of Securities)
Paul Berns
Chief Executive Officer
11080 CirclePoint Road, Suite 200
Westminster, CO 80020
(303) 426-6262
(Name, address and telephone number of persons authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Joshua M. Dubofsky
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025-3656
(650) 328-4600
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Purpose of Amendment
This Amendment No. 12 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the
SEC) on April 13, 2012 and amended on April 20, 2012, April 24, 2012, May 1, 2012, May 7, 2012, May 10, 2012, May 25, 2012, June 8, 2012, June 22,
2012, June 28, 2012, July 9, 2012 and July 23, 2012 (as the same may further be amended or supplemented from time to time, the Schedule 14D-9), by Allos Therapeutics, Inc., a Delaware corporation (the
Company), relating to the tender offer disclosed in a Tender Offer Statement on Schedule TO, dated April 13, 2012 (the Schedule TO), filed by Sapphire Acquisition Sub, Inc., a Delaware corporation (Purchaser)
and a wholly owned subsidiary of Spectrum Pharmaceuticals, Inc., a Delaware corporation, pursuant to which Purchaser is offering to purchase all outstanding shares of common stock, par value $0.001 per share (including the associated rights to
purchase shares of Series A Junior Participating Preferred Stock, the Shares), of the Company, at a purchase price of $1.82 per share, plus one contingent value right (which, as described in Amendment No. 10 to the Schedule TO, has
been determined to be without value), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 13, 2012, and in the related Letter of Transmittal.
All information in the Schedule 14D-9 is incorporated into this Amendment by reference, except that such information is hereby amended to the extent specifically provided herein.
Item 3.
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Past Contracts, Transactions, Negotiations and Agreements
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Item 3 of the Schedule 14D-9 is hereby amended by replacing the third paragraph immediately following the caption titled CVR Agreement in the section titled Arrangements between the
Company and Parent with the following paragraph:
On June 21, 2012, the Company received a letter from the EC stating that
the EC had adopted the CHMPs opinion recommending against approval of the MAA. The decision is final and binding, and the Company has no means to appeal. As a result, the Company believes there is no longer any possibility that the milestones
set forth in the CVR Agreement will be achieved.
Item 8.
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Additional Information
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Item 8 of the Schedule 14D-9 is hereby amended by inserting the following new paragraph at the end of the section titled Extension of the Offer:
On August 3, 2012, Purchaser announced the extension of the Offer, in accordance with the Merger Agreement and in conjunction with the Second
Request and the FTCs continuing review of information regarding the Offer and the Merger, until 5:00 p.m., New York City time, on August 20, 2012. The Offer had previously been scheduled to expire at 5:00 p.m., New York City time, on
August 6, 2012. The press release announcing the extension of the Offer is filed as Exhibit (a)(11) hereto, and is incorporated herein by reference.
Item 9 of the Schedule 14D-9 is hereby amended by adding the following exhibit:
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Exhibit
Number
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Description
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(a)(11)
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Joint Press Release issued by the Company and Spectrum Pharmaceuticals, Inc. on August 3, 2012.
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2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 3, 2012
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ALLOS THERAPEUTICS, INC.
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By:
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/s/ Marc H. Graboyes
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Name:
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Marc H. Graboyes
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Title:
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Senior Vice President, General Counsel
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