Spectrum Pharmaceuticals Acquires Talon Therapeutics

Talon Therapeutics, Inc. recently announced that a subsidiary of Spectrum Pharmaceuticals, Inc. entered into an agreement to purchase approximately 89% of the outstanding shares of Talon directly from the company’s principal stockholders. Spectrum also entered into an agreement with the company under which the subsidiary of Spectrum will purchase additional shares from the company that, together with the shares acquired from the company’s principal stockholders, will represent in excess of 90% of the outstanding shares of Talon, and under which Spectrum will acquire the remaining outstanding shares of company common stock through a “short-form”
merger of the subsidiary of Spectrum into the company. The company and Spectrum expect that the share purchase and the merger will be completed within one business day.

Spectrum will pay aggregate up-front cash consideration in connection with the closing of the acquisition of approximately $11.3 million to company stockholders, and company stockholders will also receive contingent value rights (CVRs) to receive an aggregate of up to $195 million in future cash payments from Spectrum upon the achievement of certain one-time sales-based milestones for Marqibo and an approval-based milestone for Menadione Topical Lotion. There can be no assurance as to the actual value, if any, of a CVR, which will depend on numerous factors. The CVRs will not be publicly traded. The per share purchase price for each outstanding share of company common stock payable at closing to the company’s stockholders, including the company’s principal stockholders, is approximately $0.056 in cash plus one CVR right. Spectrum will also issue 3 million shares of its common stock in exchange for all of the outstanding indebtedness under the company’s credit facility and will pay certain related accrued interest.

The transaction was reviewed by a special independent committee of the Board of Directors of Talon, which recommended the transactions for approval by the full Board. Houlihan Lokey acted as financial advisor to the special committee in connection with the proposed transaction.The Board of Directors of Talon, based on a review of factors that it considered relevant, including the unanimous recommendation of the special independent committee, approved the transaction. The company expects that its shares will cease trading on the OTCQB market effective prior to the open of market on July 18, 2013.

Corporate Stock Transfer, Inc., acting as the paying agent for the merger, will mail to the remaining former company stockholders materials necessary to exchange their company shares for payment. Additionally, the paying agent will distribute an appraisal rights notice containing additional detail regarding the transaction and the consideration received by common stockholders within 10 days following the closing of the merger.

Talon Therapeutics, Inc. is a biopharmaceutical company dedicated to seizing upon medical opportunities, efficiently, and expertly leading product candidates through clinical development, and transferring value to patients, patient care providers, shareholders, corporate partners, and employees.

Spectrum Pharmaceuticals is a leading biotechnology company focused on acquiring, developing, and commercializing drug products, with a primary focus in oncology and hematology. For more information, visit www.sppirx.com.