Spectrum Pharmaceuticals (NASDAQ:SPPI) today announced that it
commenced on Friday, April 13, 2012 a cash tender offer to purchase
all of the outstanding shares of common stock of Allos
Therapeutics, Inc. (NASDAQ:ALTH). The tender offer is being made
pursuant to an Offer to Purchase, dated April 13, 2012, and in
connection with the previously announced Agreement and Plan of
Merger, dated April 4, 2012.
Upon successful completion of the tender offer, stockholders of
Allos will receive $1.82 in cash for each share of Allos common
stock validly tendered and not validly withdrawn, without interest
and less any required withholding taxes, plus one contingent value
right (a “CVR”) to receive additional consideration of $0.11 per
share in cash upon the achievement of certain milestones. The CVR
represents the non-transferable contingent right to receive, for
each share of Allos common stock tendered in the offer and accepted
for payment, an additional $0.11 per share in cash, without
interest and less any applicable withholding taxes, if (1) Allos’
Marketing Authorisation Application for FOLOTYN® (pralatrexate
injection) for the treatment of patients with relapsed or
refractory peripheral T-cell lymphoma is approved by the European
Medicines Agency by December 31, 2012 and (2) the first
reimbursable commercial sale of FOLOTYN is achieved in at least
three major market countries in the European Union by December 31,
2013.
The tender offer is scheduled to expire at 12:00 midnight,
Eastern time, at the end of the day on Thursday, May 10, 2012,
unless the tender offer is extended. As part of the transaction,
Spectrum has entered into agreements with certain stockholders of
Allos pursuant to which such stockholders have committed to accept
the tender offer and tender all Allos shares owned by them, which
represent approximately 25% of the outstanding shares.
The consummation of the tender offer is conditioned upon the
tender of a majority of the outstanding shares of Allos common
stock, as well as receipt of antitrust clearance and other
conditions that are specified in the offer documents. Following
completion of the tender offer and, if required, adoption of the
merger agreement by Allos’ stockholders, Spectrum expects to
consummate a merger in which the remaining Allos stockholders will
receive the same consideration per share that they would have
received had they tendered their shares in the offer. There is no
financing condition to the tender offer. Following the merger,
Allos will become a wholly-owned subsidiary of Spectrum.
The Board of Directors of Allos has unanimously determined that
the tender offer and the other transactions contemplated by the
merger agreement are fair to and in the best interests of the Allos
stockholders. The Board of Directors of Allos also approved the
merger agreement, declared the merger agreement advisable and
recommended that holders of shares of Allos common stock tender
their shares in the tender offer and adopt the merger agreement, if
adoption by Allos’ stockholders is required by applicable law.
About Spectrum Pharmaceuticals, Inc.
Spectrum Pharmaceuticals is a biotechnology company with a
primary focus in oncology and hematology. Spectrum’s strategy is
comprised of acquiring, developing and commercializing a broad and
diverse pipeline of late-stage clinical and commercial drug
products. Spectrum has aggressive business development and
commercial operation teams that support a robust drug development
program encompassing clinical development, medical research,
regulatory affairs, biostatistics and data management. Spectrum
also leverages the expertise of its worldwide partners to assist in
the execution of its strategy. For more information, please visit
Spectrum’s website at www.sppirx.com.
About FOLOTYN®
FOLOTYN (pralatrexate injection), a folate analogue metabolic
inhibitor, was discovered by Memorial Sloan-Kettering Cancer
Center, SRI International and Southern Research Institute and
developed by Allos Therapeutics. In September 2009, the U.S. Food
and Drug Administration (FDA) granted accelerated approval for
FOLOTYN for use as a single agent for the treatment of patients
with relapsed or refractory 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. FOLOTYN has been available to patients in the U.S.
since October 2009. An updated analysis of data from PROPEL, the
pivotal study of FOLOTYN in patients with relapsed or refractory
PTCL, was published in the March 20, 2011 issue of the Journal of
Clinical Oncology. FOLOTYN has patent protection through 2017,
potentially through July 2022, assuming a five-year patent term
extension through the Hatch-Waxman Act. Please see full Prescribing
Information for FOLOTYN at www.FOLOTYN.com.
Important FOLOTYN® Safety Information
Warnings and Precautions
FOLOTYN may suppress bone marrow function, manifested by
thrombocytopenia, neutropenia, and anemia. Monitor blood counts and
omit or modify dose for hematologic toxicities.
Mucositis may occur. If greater-than or equal to Grade 2
mucositis is observed, omit or modify dose. Patients should be
instructed to take folic acid and receive vitamin B12 to
potentially reduce treatment-related hematological toxicity and
mucositis.
Fatal dermatologic reactions may occur. Dermatologic reactions
may be progressive and increase in severity with further treatment.
Patients with dermatologic reactions should be monitored closely,
and if severe, FOLOTYN should be withheld or discontinued. Tumor
lysis syndrome may occur. Monitor patients and treat if needed.
FOLOTYN can cause fetal harm. Women should avoid becoming
pregnant while being treated with FOLOTYN and pregnant women should
be informed of the potential harm to the fetus.
Use caution and monitor patients when administering FOLOTYN to
patients with moderate to severe renal function impairment.
Elevated liver function test abnormalities may occur and require
monitoring. If liver function test abnormalities are greater-than
or equal to Grade 3, omit or modify dose.
Adverse Reactions
The most common adverse reactions were mucositis (70%),
thrombocytopenia (41%), nausea (40%), and fatigue (36%). The most
common serious adverse events are pyrexia, mucositis, sepsis,
febrile neutropenia, dehydration, dyspnea, and
thrombocytopenia.
Use in Specific Patient Population
Nursing mothers should be advised to discontinue nursing or the
drug, taking into consideration the importance of the drug to the
mother.
Drug Interactions
Co-administration of drugs subject to renal clearance (e.g.,
probenecid, NSAIDs, and trimethoprim/sulfamethoxazole) may result
in delayed renal clearance.
Please see FOLOTYN® Full Prescribing Information at
www.FOLOTYN.com.
This press release may contain forward-looking statements
regarding future events of 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. Such forward-looking statements include
statements relating to the ability of the Spectrum Pharmaceuticals
to complete the transactions contemplated by the Agreement and Plan
of Merger dated as of April 4, 2012 (the “Merger Agreement”),
including the Spectrum Pharmaceutical’s and Allos Therapeutics’
ability to satisfy the conditions to the consummation of the tender
offer and the other conditions set forth in the Merger Agreement,
the possibility of any termination of the Merger Agreement, and, if
the transaction is completed, 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. Actual results may differ materially from current
expectations because of risks associated with uncertainties as to
the timing of the tender offer and the subsequent merger;
uncertainties as to how many of Allos’ stockholders will tender
their shares of common stock in the tender offer; the risk that
competing offers or acquisition proposals will be made; the
possibility that various conditions to the consummation of the
offer or the merger may not be satisfied or waived, including that
a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the offer or the merger; and the
risk that stockholder litigation in connection with the tender
offer or the merger may result in significant costs of defense,
indemnification and liability. Spectrum Pharmaceuticals does not
plan to update any such forward-looking statements and expressly
disclaims any duty to update the information contained in this
press release except as required by law.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is
being made pursuant to a tender offer statement (including an offer
to purchase, letter of transmittal, and related tender offer
documents), which has been filed by Spectrum Pharmaceuticals and
Sapphire Acquisition Sub, Inc. with the U.S. Securities and
Exchange Commission (the "SEC") on April 13, 2012. In addition, on
April 13, 2012, Allos filed a solicitation/recommendation statement
on Schedule 14D-9 with the SEC related to the tender offer.
Stockholders of Allos are strongly advised to read the tender offer
statement and the related solicitation/recommendation statement
because they contain important information that stockholders should
consider before making any decision regarding tendering their
shares. The tender offer statement and certain other offer
documents, as well as the solicitation/recommendation statement,
will be made available to all Allos stockholders at no expense to
them. These documents will be available at no charge on the SEC’s
website at www.sec.gov. In addition, a copy of the tender offer
statement will be made available free of charge to all stockholders
of Allos who direct a request to MacKenzie Partners, Inc., the
Information Agent for the offer, toll-free at (800) 322-2885.
Allos Therapeutics, Inc. (MM) (NASDAQ:ALTH)
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