Allos Therapeutics, Inc. Merger Under Investor Investigation

If you purchased shares of Allos Therapeutics, Inc. (NASDAQ: ALTH) prior to the announcement and currently hold those shares, you have certain options and you should contact the Shareholders Foundation, Inc.

To have your information reviewed for options and to recieve notifications about this investigation, please use this form. You may also send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Company Name(s): 
Allos Therapeutics
Affected Securities: 
NASDAQ: ALTH

April 5, 2012 (Update) -- On Apr. 5, 2012, Spectrum Pharmaceuticals (NASDAQ: SPPI) and Allos Therapeutics, Inc. (NASDAQ: ALTH) announced that they have signed an agreement under which Spectrum Pharmaceuticals will acquire all of the outstanding shares of Allos Therapeutics 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.

However, Warburg Pincus, Allos Therapeutics’ largest shareholder and the owner of approximately 24% of Allos Therapeutics’ outstanding shares, along with the directors and certain officers of Allos Therapeutics, have already entered into tender and voting agreements pursuant to which such stockholders have agreed to tender all of their Allos Therapeutics shares into the tender offer and vote their shares in favor of the transaction.

Therefore the investigation concerning whether the offer by Spectrum Pharmaceuticals is still unfair to Allos Therapeutics shareholders.

July 20, 2012 (Shareholders Foundation) --The announcement by Allos Therapeutics, Inc. that it agreed to a merger with AMAG Pharmaceuticals, Inc. prompted an investigation on behalf of investors of Allos Therapeutics, Inc. concerning whether the offer to merger Allos Therapeutics with AMAG Pharmaceuticals and the process are unfair to investors of Allos Therapeutics, Inc. (NASDAQ: ALTH), and whether certain of its officers and directors or others breached their fiduciary duties owed investors in Allos Therapeutics (ALTH) shares.

The investigation by a law firm concerns whether the Allos Therapeutics Inc., certain of its officers and directors, and/or others breached their fiduciary duties owed to Allos Therapeutics, Inc. (NASDAQ: ALTH) investors in connection with the proposed takeover.
On Wednesday, July 20, 2011, Allos Therapeutics, Inc. (NASDAQ: ALTH) and AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) announced that they have entered into a merger agreement under which the companies will combine in an all-stock merger with a total equity value of approximately $686 million.
Under the terms of the proposed transaction, stockholders of Allos Therapeutics, Inc. will receive a fixed ratio of 0.1282 shares of NASDAQ: AMAG common stock for each share of NASDAQ:ALTH common stock they own. The proposed deal values Allos Therapeutics stock at $2.44 a share using AMAG Pharmaceuticals' Tuesday closing price of $19.07.

Following the merger news shares of Allos Therapeutics, Inc. (NASDAQ: ALTH) fell during Wednesday to a close of $1.94 per share.

However, ALTH stocks traded as recently as April at $3.27 and in January even over $4.50, thus well above the current offer. In addition, at least on analyst has set the high target price at $8.00 and the median target price was set as $5.00, therefore

Therefore the investigation concerns whether the Allos Therapeutics Board of Directors undertook an adequate and in particular breached their fiduciary duties to the Allos Therapeutics, Inc. (NASDAQ:ALTH) shareholder by failing to adequately shop the Company before entering into the transaction.

In fact, Allos Therapeutics, Inc also announced that directors and named executive officers of each of the companies, along with Warburg Pincus, Allos Therapeutics' largest stockholder, have already entered into voting agreements pursuant to which they have agreed to vote all of their shares in favor of the transaction. Warburg Pincus reported on March 31, 2011 that it holds over 26million shares of Allos Therapeutics, Inc. (NASDAQ: ALTH) or 24.7% of the outstanding shares.

The investigation concerns also whether AMAG Pharmaceuticals, Inc would underpay for NASDAQ:ALTH shares, thus unlawfully harming Allos Therapeutics stockholders.
Historic share prices for Allos Therapeutics, Inc. (Public, NASDAQ:ALTH) stock have been above $8 during 2008, 2009 and 2010. Additonally, Allos Therapeutics, Inc. was able to increase its annual Revenue over the past two years. Allos Therapeutics’ annual Total Revenue rose from $3.58million for 2009 to $35.23million for 2010. Its first quarter Revenue rose from $7.41million a year ago to $10.86million for the first quarter in 2011.

A potential securities class action lawsuit would seek to maximize the amount of money and information Allos Therapeutics, Inc. (Public, NASDAQ:ALTH) shareholders would receive in a buyout, so the law firm.