Spectrum Pharmaceuticals & Allos Therapeutics Announce Expiration of Offering Period & Final Completion of Tender Offer for S...
05 September 2012 - 1:30PM
Business Wire
Spectrum Pharmaceuticals, Inc. (NasdaqGS: SPPI) (Spectrum) and
Allos Therapeutics, Inc. (NasdaqGS: ALTH) (Allos) today announced
that the offer period in connection with Spectrum’s tender offer to
purchase all of the outstanding shares of common stock of Allos for
$1.82 per share in cash, without interest and less any applicable
withholding taxes, expired at 5:00 p.m., Eastern time, on September
4, 2012.
Based on information provided by the depository for the tender
offer, a total of 96,259,850 Shares were validly tendered and not
withdrawn at the Expiration (including 2,368,421 shares tendered
pursuant to the guaranteed delivery procedures set forth in the
Offer to Purchase), representing approximately 89.98% of the
outstanding shares of Allos common stock (or approximately 87.77%
of such outstanding shares if none of the shares tendered pursuant
to the guaranteed delivery procedures are actually delivered).
Pursuant to the terms of the tender offer, Spectrum has accepted
for payment all shares validly tendered and not validly withdrawn
during the offering period, and the consideration for all such
shares will promptly be paid.
Pursuant to the terms of the previously announced Agreement and
Plan of Merger, dated as of April 4, 2012, among Spectrum, Allos
and Sapphire Acquisition Sub, Inc., Spectrum exercised its right to
purchase shares directly from Allos in an amount sufficient to
enable Spectrum to acquire the remaining outstanding shares of
Allos through a “short-form” merger under applicable Delaware law
of Sapphire Acquisition Sub, Inc., a wholly owned subsidiary of
Spectrum, with and into Allos with Allos surviving the merger and
continuing as a subsidiary of Spectrum.
Spectrum intends to complete the short-form merger and acquire
100% of the common stock of Allos tomorrow. Upon completion of the
merger, all outstanding shares of common stock of Allos, other than
shares held by Spectrum, Sapphire Acquisition Sub, Inc., Allos or
its subsidiaries or shares held by Allos’ stockholders who have and
validly exercise appraisal rights under Delaware law, will be
canceled and converted into the right to receive a cash payment in
an amount equal to the same offer price per share of $1.82 in cash,
without interest and less any applicable withholding taxes, that
was paid in the offer. Computershare, acting as the paying agent
for the merger, will mail to the remaining former stockholders of
Allos materials necessary to exchange their Allos shares for such
payment. September 5, 2012 will be the last day shares of Allos
common stock trade on the NASDAQ Global Select Market.
About Spectrum Pharmaceuticals, Inc.
Spectrum Pharmaceuticals is a leading biotechnology company
focused on acquiring, developing, and commercializing drug
products, with a primary focus in oncology and hematology. Spectrum
currently markets two oncology drugs ─ FUSILEV® (levoleucovorin)
for Injection in the U.S. and ZEVALIN® (ibritumomab tiuxetan)
Injection for intravenous use, for which the Company has worldwide
marketing rights. Spectrum's strong track record in in-licensing
and acquiring differentiated drugs, and expertise in clinical
development have generated a robust, diversified, and growing
pipeline of product candidates in advanced-stage Phase 2 and Phase
3 studies. More information on Spectrum is available at
www.sppirx.com.
About Allos Therapeutics, Inc.
Allos Therapeutics is a biopharmaceutical company committed to
the development and commercialization of innovative anti-cancer
therapeutics. Allos is currently focused on the development and
commercialization of FOLOTYN® (pralatrexate injection), a folate
analog metabolic inhibitor. FOLOTYN is approved in the U.S. for the
treatment of patients with relapsed or refractory peripheral T-cell
lymphoma (PTCL). This indication is based on overall response rate.
Clinical benefit such as improvement in progression free survival
or overall survival has not been demonstrated. Allos is also
developing FOLOTYN in other hematologic malignancies and solid
tumors. Allos is headquartered in Westminster, Colorado. For more
information, please visit Allos’ website at www.allos.com.
This press release may contain forward-looking statements
regarding future events of Spectrum Pharmaceuticals and Allos
Therapeutics that involve risks and uncertainties that could cause
actual results to differ materially. These statements are based on
management's current beliefs and expectations. Such forward-looking
statements include the success and strategic fit of the proposed
combination of Spectrum Pharmaceuticals and Allos Therapeutics. The
forward-looking statements contained in this document are subject
to risks and uncertainties which may cause actual results to differ
materially from the forward-looking statements. These risks and
uncertainties include, but are not limited to, risks and
uncertainties are discussed in documents filed with the U.S.
Securities and Exchange Commission by Allos Therapeutics, including
the solicitation/recommendation statement, as well as the tender
offer statement (including an offer to purchase, letter of
transmittal, and related tender offer documents) that have been
filed by Spectrum Pharmaceuticals and Sapphire Acquisition Sub,
Inc.
Spectrum Pharmaceuticals and Allos Therapeutics do not plan to
update any such forward-looking statements and expressly disclaim
any duty to update the information contained in this press release
except as required by law.
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