Spectrum Pharmaceuticals and Allos Therapeutics Announce Expiration of Offering Period and Final Completion of Tender Offer for Shares of Allos Therapeutics
HENDERSON, Nev. & WESTMINSTER, Colo.--(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total of 96,259,850 Shares were validly tendered and not withdrawn at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validly withdrawn during the offering period, and the consideration for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.
Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=50396935&lang=en
Shiv Kapoor, 702-835-6300
President, Strategic Planning & Investor Relations
Monique Greer, 720-540-5268
Corporate Communications & Investor Relations
Source: Spectrum Pharmaceuticals and Allos Therapeutics
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