- Amended Statement of Ownership: Solicitation (SC 14D9/A)
22 Juin 2012 - 12:03PM
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. 8)
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. 8 (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 and June 8, 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 to receive additional consideration of $0.11 per Share in cash upon the achievement of specified milestones, 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 8.
Additional Information
.
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 June 21, 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 July 9, 2012. The Offer
had previously been scheduled to expire at 5:00 p.m., New York City time, on June 22, 2012. The press release announcing the extension of the Offer is filed as Exhibit (a)(8) hereto, and is incorporated herein by reference.
Item 9.
Exhibits
.
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)(8)
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Joint Press Release issued by the Company and Spectrum Pharmaceuticals, Inc. on June 21, 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: June 21, 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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Allos Therapeutics, Inc. (MM) (NASDAQ:ALTH)
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