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Spectrum Pharmaceuticals (NasdaqGS: SPPI), a biotechnology company with fully integrated commercial and drug development operations with a primary focus in hematology and oncology today announced the successful completion of the acquisition of Allos Therapeutics, Inc. (NasdaqGS: ALTH) (Allos), on September 5, 2012 through a “short-form” merger of Sapphire Acquisition Sub, Inc., a wholly-owned subsidiary of Spectrum, with and into Allos with Allos surviving the merger and continuing as a wholly-owned subsidiary of Spectrum.
Immediately prior to the merger, Spectrum successfully completed its cash tender offer to purchase all of the outstanding shares of common stock of Allos. 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information provided by the depository for the tender offer, a total of 96,259,850 shares were validly tendered and not withdrawn at the expiration of the tender offer (including 2,368,421 shares tendered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase),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to the terms of the tender offer, Spectrum has accepted for payment all shares validly tendered and not validly withdrawn during the offering period, and has paid an amount equal to the aggregate consideration for all such shares to the depositary for the tender offer, to be disbursed to the Allos stockholders in accordance with the terms of the tender offer.
In order to effect the short-form merger and acquire 100% of the common stock of Allos, Spectrum exercised its “top-up” option, 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., to purchase shares directly from Allos in an amount sufficient to enable Spectrum to acquire the remaining outstanding shares of Allos. As a result 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. September 5, 2012 was the last day that shares of Allos common stock trade on the NASDAQ Global Select Market.