Spectrum Pharmaceuticals Acquires Talon Therapeutics
17 July 2013 - 9:00PM
Talon Therapeutics, Inc. (OTCQB:TLON) today announced that a
subsidiary of Spectrum Pharmaceuticals, Inc. (Nasdaq:SPPI) entered
into an agreement to purchase approximately 89% of the outstanding
shares of Talon (the "Company") directly from the Company's
principal stockholders. Spectrum also entered into an agreement
with the Company under which the subsidiary of Spectrum will
purchase additional shares from the Company that, together with the
shares acquired from the Company's principal stockholders, will
represent in excess of 90% of the outstanding shares of Talon, and
under which Spectrum will acquire the remaining outstanding shares
of Company common stock through a "short-form" merger of the
subsidiary of Spectrum into the Company. The Company and Spectrum
expect that the share purchase and the merger will be completed
within one business day.
Spectrum will pay aggregate upfront cash consideration in
connection with the closing of the acquisition of approximately
$11.3 million to Company stockholders, and Company stockholders
will also receive contingent value rights (CVRs) to receive an
aggregate of up to $195 million in future cash payments from
Spectrum upon the achievement of certain one-time sales-based
milestones for Marqibo® and an approval-based milestone for
Menadione Topical Lotion. There can be no assurance as to the
actual value, if any, of a CVR, which will depend on numerous
factors. The CVRs will not be publicly traded. The per share
purchase price for each outstanding share of Company common stock
payable at closing to the Company's stockholders, including the
Company's principal stockholders, is approximately $0.056 in cash
plus one CVR right. Spectrum will also issue 3 million shares
of its common stock in exchange for all of the outstanding
indebtedness under the Company's credit facility and will pay
certain related accrued interest.
The transaction was reviewed by a special independent committee
of the Board of Directors of Talon, which recommended the
transactions for approval by the full Board. Houlihan Lokey acted
as financial advisor to the special committee in connection with
the proposed transaction. The Board of Directors of Talon, based on
a review of factors that it considered relevant, including the
unanimous recommendation of the special independent committee,
approved the transaction.
The Company expects that its shares will cease trading on the
OTCQB market effective prior to the open of market on July 18,
2013. Corporate Stock Transfer, Inc., acting as the paying
agent for the merger, will mail to the remaining former Company
stockholders materials necessary to exchange their Company shares
for payment. Additionally, the paying agent will distribute an
appraisal rights notice containing additional detail regarding the
transaction and the consideration received by common stockholders
within 10 days following the closing of the merger.
About Talon Therapeutics
Talon Therapeutics, Inc. is a biopharmaceutical company
dedicated to seizing upon medical opportunities, efficiently and
expertly leading product candidates through clinical development,
and transferring value to patients, patient care providers,
shareholders, corporate partners, and employees.
In addition to Marqibo® (vinCRIStine sulfate LIPOSOME injection)
which received accelerated approval from the US FDA for the
treatment of Philadelphia chromosome negative adult acute
lymphoblastic leukemia (ALL) patients in second or greater relapse
or whose disease has progressed following two or more prior lines
of anti-leukemia therapy, Talon has additional pipeline
opportunities some of which like Marqibo, have the potential to
improve delivery and enhance the therapeutic benefits of well
characterized, proven chemotherapies and enable high potency dosing
without increased toxicity.
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
and its affiliates market three oncology drugs ─ FUSILEV®
(levoleucovorin) for Injection in the U.S.; FOLOTYN® (pralatrexate
injection), also marketed 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.
Forward-looking statement — This press release may contain
forward-looking statements regarding future events and the future
performance of Talon Therapeutics and Spectrum Pharmaceuticals that
involve risks and uncertainties that could cause actual results to
differ materially. These statements are based on management's
current beliefs and expectations. These statements include, but are
not limited to, statements regarding the timing and completion of
the share acquisitions and the merger, the success and strategic
fit of Talon within Spectrum, the potential value of the
consideration to be received by Talon's stockholders in connection
with the acquisition by Spectrum, including, without limitation,
the achievement of certain milestones and Spectrum's ability to
commercialize Marqibo. Risks that could cause actual results to
differ include the possibility that the drug candidates may not
prove safe or effective, the possibility that existing and new
applications to the FDA and other regulatory agencies may not
receive approval in a timely manner or at all, the possibility that
the drug candidates, if approved, may not be more effective, safer
or more cost efficient than competing drugs, the dependence on
third parties for clinical trials, manufacturing, distribution and
quality control and other risks that are described in further
detail in Talon's and Spectrum's reports filed with the Securities
and Exchange Commission. Neither Talon nor Spectrum plans 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.
CONTACT: Shiv Kapoor
Vice President, Strategic Planning & Investor Relations
702-835-6300
InvestorRelations@sppirx.com