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EX-99.1 - EX-99.1 - ALLOS THERAPEUTICS INCa11-20261_11ex99d1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 11, 2011 (October 7, 2011)

 

ALLOS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-29815

 

54-1655029

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

11080 CirclePoint Road, Suite 200

 

 

Westminster, Colorado

 

80020

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (303) 426-6262

 

Not applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Section 8     — Other Events

 

Item 8.01     Other Events.

 

Additional Information For Allos Stockholders

 

The information provided herein supplements the Joint Proxy Statement/Prospectus of Allos Therapeutics, Inc. (the “Company”) and AMAG Pharmaceuticals, Inc. (“AMAG”) filed by each of the Company and AMAG with the Securities and Exchange Commission (the “SEC”) on September 15, 2011 (the “Proxy Statement”) relating to the contemplated merger of Allos and a wholly-owned subsidiary of AMAG, and should be read in conjunction with the Proxy Statement (capitalized terms not defined here are defined in the Proxy Statement).

 

The following disclosure supplements the discussion at page 63 of the Proxy Statement concerning the unsolicited offer by Allos Company A to merge with Allos, by adding the following paragraph:

 

On October 7, 2011, Allos Company A delivered a letter to Allos withdrawing Allos Company A’s revised proposal to acquire Allos.  As a result, Allos is no longer providing information to, or engaging in discussions or negotiations with, Allos Company A with respect to the revised acquisition proposal or any other acquisition proposal.  Allos continues to work with AMAG towards the completion of their merger, pending stockholder approval and satisfaction of the other conditions to closing described in Allos’ definitive proxy statement filed with the SEC on September 15, 2011.

 

Additional Information and Where You Can Find It

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger between AMAG and Allos will be submitted to the respective stockholders of AMAG and Allos for their consideration.

 

On September 15, 2011, each of the Company and AMAG filed the Proxy Statement with the SEC in connection with the merger.  Investors are urged to read carefully the Proxy Statement filed by the Company with the SEC on Schedule 14A on September 15, 2011 and other relevant documents filed with the SEC because they contain important information about the merger.  Security holders may obtain free copies of these documents and other documents filed by Allos and AMAG with the SEC at the SEC’s website at www.sec.gov.  In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Allos by going to Allos’ corporate website at www.allos.com or by contacting: Investor Relations, Allos Therapeutics, Inc., by mail at 11080 CirclePoint Road, Suite 200, Westminster, CO 80020, e-mail at investorrelations@allos.com or telephone at (303) 426-6262, and may obtain free copies of the documents filed with the SEC by AMAG by going to AMAG’s corporate website at www.amagpharma.com or by contacting: Investor Relations, AMAG Pharmaceuticals, Inc., by mail at 100 Hayden Avenue, Lexington, MA 02421, e-mail at asullivan@amagpharma.com or telephone at (617) 498-3303.  Investors and security holders are urged to read the Proxy Statement and the other relevant materials carefully before making any voting decision with respect to the merger.

 

Allos, AMAG, and certain of their directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies in connection with the proposed merger. A description of the direct and indirect interests of these directors, executive officers and other members of management and employees in the proposed merger who may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies in connection with the proposed merger, which may differ from the interests of Allos’ stockholders or AMAG’s stockholders generally, is included in the Proxy Statement described above.  Additional information regarding Allos’ directors and executive officers and their beneficial ownership of Allos’ common stock is also set forth in Allos’ annual proxy statement on Schedule 14A with the SEC on April 29, 2011.  This document is available free of charge at the SEC’s website at www.sec.gov or by going to Allos’ corporate website at www.allos.com.  Additional information regarding AMAG’s directors and executive officers and their beneficial ownership of AMAG’s common stock is also set forth in AMAG’s annual proxy statement on Schedule 14A with the SEC on April 18, 2011.  This document is available free of charge at the SEC’s website at www.sec.gov or by going to AMAG’s corporate website at www.amagpharma.com.

 

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Forward-Looking Statements

 

This communication contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “continue,” and other similar terminology or the negative of these terms, are intended to identify such forward-looking statements, but their absence does not mean that a particular statement is not forward-looking.  Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that may cause actual results to differ materially from those anticipated by the forward-looking statements.  These statements are not guarantees of future performance, involve risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. For example, if Allos or AMAG does not receive its respective required stockholder approval or the parties fail to satisfy other conditions to closing, the transaction may not be consummated. In any forward-looking statement in which AMAG or Allos expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: failure of Allos or AMAG stockholders to approve the proposed transaction; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies; disruptions to the businesses of Allos and AMAG during the pendency of the merger and during the realization of the cost synergies, including diminished performance by the commercial organizations due to planned reductions in the size of the sales and marketing organization at the combined company; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of Allos and AMAG generally, including those set forth in the filings of Allos and AMAG with the SEC, especially in the “Risk Factors” section of Allos’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed with the SEC on August 4, 2011, the “Risk Factors” section of AMAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed with the SEC on August 5, 2011, and in Allos’ and AMAG’s other periodic reports and filings with the SEC.  Allos cautions investors not to place undue reliance on the forward-looking statements contained herein.  All forward-looking statements are based on information currently available to Allos on the date hereof, and Allos undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this presentation, except as required by law.

 

Section 9 — Financial Statements and Exhibits.

 

Item 9.01.           Financial Statements and Exhibits.

 

On October 10, 2011, the Company issued a press release announcing that it continues to work with AMAG towards the completion of their merger, pending stockholder approval and satisfaction of the other conditions to closing described in the Proxy Statement, and that, on October 7, 2011, the publicly traded pharmaceutical company that had previously submitted a proposal to acquire the Company for $2.20 per share in cash and stock delivered a letter to the Company withdrawing its revised proposal to acquire the Company.  As a result, the Company is no longer providing information to, or engaging in discussions or negotiations with, that company with respect to the revised acquisition proposal or any other acquisition proposal.  The press release is attached hereto as Exhibit 99.1.

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, dated October 10, 2011, entitled “Allos Therapeutics Continues to Work Toward Completion of Merger with AMAG Pharmaceuticals.”

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:    October 11, 2011

 

 

 

ALLOS THERAPEUTICS, INC.

 

 

 

 

 

 

 

By:

/s/ Marc H. Graboyes

 

 

Marc H. Graboyes

 

Its:

Senior Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, dated October 10, 2011, entitled “Allos Therapeutics Continues to Work Toward Completion of Merger with AMAG Pharmaceuticals.”

 

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