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information provided by the depository for the tender offer, a total of 96,259,850 Shares were validly tendered and not withdrawn at the Expiration (including 2,368,421 shares tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase), representing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to the terms of the tender offer, Spectrum has accepted for payment all shares validly tendered and not validly withdrawn during the offering period, and the consideration for all such shares will promptly be paid.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.