Notable Mergers and Acquisitions of the Day 04/05: (SPPI)/(ALTH) (WOLF) (WAFD) (DKS)


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April 5, 2012 10:43 AM EDT Send to a Friend
  • Spectrum Pharmaceuticals (Nasdaq: SPPI) and Allos Therapeutics, Inc. (Nasdaq: ALTH) signed a definitive agreement under which Spectrum will acquire all of the outstanding shares of Allos for $1.82 per share in cash plus one Contingent Value Right (CVR). This CVR entitles Allos stockholders to an additional payment of $0.11 per share in cash if certain European regulatory approval and commercialization milestones for FOLOTYN® are achieved. 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 acquisition is expected to be accretive to Spectrum on a cash basis in the fourth quarter of 2012.

    Allos markets FOLOTYN (pralatrexate injection) which is a folate analogue metabolic inhibitor. In September 2009, the U.S. Food and Drug Administration (FDA) granted accelerated approval for FOLOTYN for use as a single agent for the treatment of patients with relapsed or refractory peripheral T-cell lymphoma (PTCL). FOLOTYN generated more than $35 million in U.S. net sales in 2010 and $50 million in 2011.

    Under the agreement, Spectrum will commence a tender offer to purchase all of the outstanding shares of Allos for $1.82 in cash plus one CVR. The CVR will entitle each Allos stockholder to an additional payment of $0.11 per share in cash if FOLOTYN obtains conditional approval for the treatment of patients with relapsed/refractory PTCL in Europe in 2012 and achieves its first reimbursable commercial sale in at least three major EU markets by December 31, 2013. The CVR will not be publicly traded.

    The transaction has been unanimously approved by the Boards of Directors of both companies. Additionally, Warburg Pincus, Allos’ largest shareholder and the owner of approximately 24% of Allos’ outstanding shares, along with the directors and certain officers of Allos, have entered into tender and voting agreements pursuant to which such stockholders have agreed to tender all of their Allos shares into the tender offer and vote their shares in favor of the transaction. The transaction is expected to close in the second quarter of 2012. Spectrum currently intends to finance the acquisition with a combination of cash on hand and a revolving credit line from Bank of America, N.A.

    RBC Capital Markets, LLC is acting as Spectrum’s exclusive financial advisor, and Kirkland & Ellis LLP and Stradling Yocca Carlson & Rauth, P.C. are acting as legal counsel to Spectrum Pharmaceuticals. J.P. Morgan Securities LLC is acting as Allos' financial advisor, and Latham & Watkins LLP is acting as legal counsel to Allos Therapeutics.

  • Great Wolf Resorts, Inc. (Nasdaq: WOLF) received an unsolicited letter from KSL Capital Partners proposing to acquire Great Wolf for $6.25 per share in cash, subject to certain conditions, including due diligence and certain conditions related to debt waivers. The Company had previously entered into a definitive merger agreement with an affiliate of Apollo Global Management, LLC (NYSE: APO) providing for Apollo to acquire Great Wolf for $5.00 per share in cash.

    Great Wolf’s Board of Directors, consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, will consider and evaluate the proposal and will pursue the course of action that is in the best interests of Great Wolf and its stockholders. Great Wolf will have no further comment on this matter at this time.

    Deutsche Bank Securities Inc. is serving as financial advisor to the Company, and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young Conaway Stargatt & Taylor, LLP are serving as the Company’s legal advisors.

  • Washington Federal, Inc. (Nasdaq: WAFD) and South Valley Bancorp, Inc., signed a definitive merger agreement.

    The merger agreement calls for the merger of South Valley with and into the Company, followed by the merger of South Valley's wholly owned subsidiary, South Valley Bank & Trust, into the Company's wholly owned subsidiary, Washington Federal. The aggregate merger consideration consists of shares of Washington Federal common stock having a value of approximately $33.7 million, and contingent cash earn-out payments of up to a maximum of approximately $39 million based on collections of a specific pool of South Valley's assets. After consummation of the merger, the combined Company will have 190 offices in eight western states with total assets of approximately $14.4 billion and total deposits of approximately $9.6 billion, based on financial results as of December 31, 2011.

  • After the market closed Wednesday, Dick's Sporting Goods, Inc. (NYSE: DKS) completed the purchase of the intellectual property rights to the Top-Flite brand from Callaway Golf Company (NYSE: ELY), adding to its portfolio of exclusive offerings. The intellectual property rights acquired include all Top-Flite trademarks and service marks world-wide.

    "Top-Flite is an established innovative brand that is trusted by golfers at every skill level," said Edward Stack, Chairman and CEO. "Through this acquisition, we've added a strong, highly recognized name to our portfolio while gaining a valuable competitive advantage in the golf market."
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