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stockholders of Allos will receive $1.82 in cash for each share of Allos common stock validly tendered and not validly withdrawn, without interest and less any required withholding taxes, plus one contingent value right (a “CVR”) to receive additional consideration of $0.11 per share in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.