Spectrum Pharmaceuticals, a biotechnology company specializing in oncology and hematology, has signed an agreement to acquire all outstanding shares of Allos Therapeutics, a biopharmaceutical company of anti-cancer therapeutics, for $1.82 per share in cash plus one Contingent Value Right (CVR).
The upfront portion of the transaction is valued at up to $206 million on a fully-diluted basis, and $108 million net of Allos’ cash balance at the end of 2011. The CVR entitles Allos stockholders to an additional payment of $0.11 per share in cash if Folotyn obtains conditional approval for the treatment of patients with relapsed/refractory peripheral T-cell lymphoma PTCL in Europe in 2012 and achieves its first reimbursable commercial sale in at least three major E.U. markets by December 31, 2013. The CVR will not be publicly traded.
"This acquisition adds another diversified source of revenue, accelerates the development of our hematology franchise and affirms our commitment to becoming a leader in the treatment of lymphoma," said Rajesh C. Shrotriya, MD, chairman, CEO and president of Spectrum Pharmaceuticals.
Through the acquisition, Spectrum will receive Allos’ Folotyn (pralatrexate injection), a folate analogue metabolic inhibitor that generated more than $35 million in U.S. net sales in 2010 and $50 million in 2011. The inhibitor is used as a single agent for the treatment of patients with relapsed or refractory PTCL.
"Zevalin [Spectrum’s drug] and Folotyn are targeted to the same hematologists/oncologists for the treatment of different forms of lymphoma. Thus, we are well positioned to immediately leverage the combined strengths of the two companies, while expanding the number of cancer patients that can benefit from our products,” said Shrotriya.
Paul L. Berns, president and CEO of Allos Therapeutics, added, “This transaction represents an excellent strategic and cultural fit that leverages two strong brands in the hematology/oncology market today with potential for future growth.”
The transaction is expected to close in the second quarter of 2012, while the acquisition is expected to be accretive to Spectrum on a cash basis in the fourth quarter.