3//SEC Filing
ALLOS THERAPEUTICS INC 3
Accession 0001181431-12-049054
CIK 0001097264operating
Filed
Sep 5, 8:00 PM ET
Accepted
Sep 6, 5:09 PM ET
Size
8.8 KB
Accession
0001181431-12-049054
Insider Transaction Report
Form 3
SPECTRUM PHARMACEUTICALS INC
10% Owner
Holdings
- 117,769,357(indirect: See notes)
Common Stock
SAPPHIRE ACQUISITION SUB, INC.
10% Owner
Holdings
- 117,769,357(indirect: See notes)
Common Stock
Footnotes (4)
- [F1]Sapphire Acquisition Sub, Inc. ("Merger Sub") is wholly owned by Spectrum Pharmaceuticals, Inc. ("Spectrum"). Each of Merger Sub and Spectrum may be referred to individually as a "Reporting Person" and collectively as the "Reporting Persons." Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person.
- [F2]On April 4, 2012, Spectrum, Merger Sub and Allos Therapeutics, Inc. ("Allos") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Spectrum and Merger Sub commenced a tender offer (the "Offer") to purchase all of Allos' issued and outstanding shares of Common Stock, including the associated rights to purchase shares of Series A Junior Participating Preferred Stock (the shares of the common stock of Allos, together with the associated rights, collectively referred to as the "Shares") in exchange for $1.82 per share, net to the seller in cash, without interest, less any applicable withholding taxes, 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 conditions set forth in the offer to purchase.
- [F3]The Offer expired at 5:00 p.m., New York City time, on Tuesday, September 4, 2012. The depositary of the Offer has advised Parent and Purchaser that a total of 96,259,850 Shares had been validly tendered and not properly withdrawn upon expiration of the Offer (including 2,368,241 Shares subject to guaranteed delivery procedures). On September 4, 2012, Purchaser accepted for payment all such Shares in accordance with the terms of the Offer. In addition, on September 4, 2012, Purchaser acquired an additional 23,877,928 Shares upon exercise of its right to purchase additional newly issued shares of Allos as provided for in the Merger Agreement.
- [F4]On September 4, 2012, Purchaser beneficially owned the sum of 93,891,429 Shares validly tendered and not properly withdrawn upon the expiration of the Offer (excluding Shares subject to guaranteed delivery) and 23,877,928 Shares upon exercise of its right to purchase additional newly issues shares of Allos as provided for in the Merger Agreement.
Documents
Issuer
ALLOS THERAPEUTICS INC
CIK 0001097264
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001097264
Filing Metadata
- Form type
- 3
- Filed
- Sep 5, 8:00 PM ET
- Accepted
- Sep 6, 5:09 PM ET
- Size
- 8.8 KB