Recommendations from the Nation’s Leading
Independent Proxy Advisory Firms Recognize Value Creation
Opportunity for Spectrum Stockholders and Strength of the Combined
Company
Spectrum Pharmaceuticals, Inc. (NasdaqGS: SPPI) (“Spectrum” or
the “Company”) announced today that the leading independent proxy
advisory firms, Institutional Shareholder Services, Inc. (“ISS”)
and Glass Lewis & Co. (“Glass Lewis”), have each recommended
that Spectrum stockholders vote “FOR” the proposal to adopt
the Agreement and Plan of Merger (“Merger Agreement”, and such
proposal, the “Merger Proposal”) at the upcoming special meeting of
stockholders (the “Special Meeting”) on July 27, 2023. Under the
terms of the Merger Agreement, Assertio Holdings, Inc. (Nasdaq:
ASRT) (“Assertio”) would acquire all outstanding shares of Spectrum
in an all-stock and contingent value rights (“CVR”) transaction.
The upfront consideration represents a premium of 65% and the total
potential consideration represents a premium of 94% to Spectrum’s
closing price on April 24, 2023.
In recommending that its clients vote FOR the Merger
Proposal, ISS noted: “The board appears to have conducted a
thorough sales process, the offer represents a premium to the
unaffected price, there appears to be downside risk of non-approval
given the stock's outperformance since the unaffected date, and the
equity form of consideration provides shareholders the ability to
participate in the upside potential of the combined company. In
light of these factors, support for the proposed transaction is
warranted.”
“We are gratified that the two leading providers of independent
voting advice to institutional investors and public pension funds
recognize the value of the proposed transaction for Spectrum
stockholders,” commented William Ashton, the Company’s independent
Board Chairman. “We urge all stockholders to make sure their shares
are represented at the special meeting by voting today.”
The Spectrum board of directors strongly urges Spectrum
stockholders to vote “FOR” all the proposals on the agenda. Since
approval of the merger transaction requires the affirmative vote of
a majority of all outstanding shares, every vote is important—no
matter how many or how few shares a stockholder may own.
Stockholders with questions, or who need assistance in voting
their shares, may contact the Company’s proxy solicitor Innisfree
M&A Incorporated by calling (877) 800-5185 (toll-free from the
U.S. and Canada) or +1(412) 232-3651 (from other locations).
About Assertio
Assertio is a specialty pharmaceutical company offering
differentiated products to patients utilizing a non-personal
promotional model. Assertio has built and continues to build its
commercial portfolio by identifying new opportunities within its
existing products as well as acquisitions or licensing of
additional approved products. To learn more about Assertio, visit
www.assertiotx.com.
About Spectrum Pharmaceuticals, Inc.
Spectrum is a commercial stage biopharmaceutical company, with a
strategy of acquiring, developing, and commercializing novel and
targeted oncology therapies. We have an in-house clinical
development organization with regulatory and data management
capabilities, in addition to commercial infrastructure and a field
based sales force for our marketed product, ROLVEDON®
(eflapegrastim-xnst) Injection. For additional information on
Spectrum please visit www.sppirx.com.
About ROLVEDON®
ROLVEDON® (eflapegrastim-xnst) injection is a long-acting
granulocyte colony-stimulating factor (G-CSF) with a novel
formulation. Spectrum has received an indication to decrease the
incidence of infection, as manifested by febrile neutropenia, in
adult patients with non-myeloid malignancies receiving
myelosuppressive anti-cancer drugs associated with clinically
significant incidence of febrile neutropenia. ROLVEDON is not
indicated for the mobilization of peripheral blood progenitor cells
for hematopoietic stem cell transplantation. The BLA for ROLVEDON
was supported by data from two identically designed Phase 3,
randomized, open-label, noninferiority clinical trials, ADVANCE and
RECOVER, which evaluated the safety and efficacy of ROLVEDON in 643
early-stage breast cancer patients for the management of
neutropenia due to myelosuppressive chemotherapy. In both studies,
ROLVEDON demonstrated the pre-specified hypothesis of
non-inferiority (NI) in mean duration of severe neutropenia (DSN)
and a similar safety profile to pegfilgrastim. ROLVEDON also
demonstrated non-inferiority to pegfilgrastim in the mean DSN
across all four cycles (all NI p<0.0001) in both trials.
Please see the Important Safety Information below and the full
prescribing information for ROLVEDON at www.rolvedon.com.
Notice Regarding Forward-looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Generally, the words “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “contemplate,” “predict,” “forecast,”
“likely,” “believe,” “target,” “will,” “could,” “would,” “should,”
“potential,” “may” and similar expressions or their negative, may,
but are not necessary to, identify forward-looking statements. Such
forward-looking statements, including those regarding the timing,
and consummation and anticipated benefits of the transaction
described herein, involve risks and uncertainties. Assertio’s and
Spectrum’s experience and results may differ materially from the
experience and results anticipated in such statements. The accuracy
of such statements is subject to a number of risks, uncertainties
and assumptions including, but are not limited to, the following
factors: the risk that the conditions to the closing of the
transaction are not satisfied, including the risk that required
approvals of the transaction from the stockholders of Assertio or
stockholders of Spectrum or from regulators are not obtained;
litigation relating to the transaction; uncertainties as to the
timing of the consummation of the transaction and the ability of
each party to consummate the transaction; risks that the proposed
transaction disrupts the current plans or operations of Assertio or
Spectrum; the ability of Assertio and Spectrum to retain and hire
key personnel; competitive responses to the proposed transaction;
unexpected costs, charges or expenses resulting from the
transaction; potential adverse reactions or changes to
relationships with customers, suppliers, distributors and other
business partners resulting from the announcement or completion of
the transaction; the combined company’s ability to achieve the
synergies expected from the transaction, as well as delays,
challenges and expenses associated with integrating the combined
company’s existing businesses; Spectrum’s existing and new drug
candidates may not prove safe or effective, the possibility that
our existing and new applications to the FDA and other regulatory
agencies may not receive approval in a timely manner or at all, the
possibility that our existing and new drug candidates, if approved,
may not be more effective, safer or more cost efficient than
competing drugs, the possibility that our efforts to acquire or
in-license and develop additional drug candidates may fail, our
dependence on third parties for clinical trials, manufacturing,
distribution and quality control; the impact of overall industry
and general economic conditions, including inflation, interest
rates and related monetary policy by governments in response to
inflation; geopolitical events, including the war between Russia
and Ukraine, and regulatory, economic and other risks associated
therewith; and continued uncertainty around the ongoing impacts of
the COVID-19 pandemic, as well as broader macroeconomic conditions.
Other factors that might cause such a difference include those
discussed in Assertio’s and Spectrum’s filings with the SEC, which
include their Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, and in the definitive
joint proxy statement/prospectus on Form S-4 filed, and declared
effective, on June 15, 2023 in connection with the proposed
transaction. For more information, see the section entitled “Risk
Factors” and the forward looking statements disclosure contained in
Assertio’s and Spectrum’s Annual Reports on Form 10-K and in other
filings. All forward-looking statements made herein are based on
information currently available to Spectrum as of the date of this
communication. Spectrum undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
Additional Information and Where to Find It
In connection with the proposed strategic business combination
between Assertio and Spectrum, Assertio has filed with the SEC a
registration statement on Form S-4 (SEC File No. 333-272355) that
includes a joint proxy statement of Assertio and Spectrum that also
constitutes a prospectus of Assertio. The registration statement
was declared effective by the SEC on June 15, 2023. The joint proxy
statement/prospectus is publicly available, and the joint proxy
statement/prospectus was mailed or otherwise disseminated to
shareholders of Assertio and stockholders of Spectrum on or about
June 15, 2023. Assertio and Spectrum also have filed and plan to
file other relevant documents with the SEC regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders can obtain free copies of the joint proxy
statement/prospectus and other documents filed with the SEC by
Assertio and Spectrum through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Assertio will be available free of charge on Assertio’s website at
www.assertiotx.com or by contacting Assertio’s Investor Relations
Department by email at investor@assertiotx.com or by phone at
(800)-509-5586. Copies of the documents filed with the SEC by
Spectrum will be available free of charge on Spectrum’s website at
www.sppirx.com or by contacting Spectrum’s Investor Relations
Department by email at ir@sppirx.com or by phone at
(949)788-6700.
SPECTRUM PHARMACEUTICALS, INC.® and ROLVEDON® are registered
trademarks of Spectrum Pharmaceuticals, Inc. and its affiliates.
REDEFINING CANCER CARE™ is the Spectrum Pharmaceuticals’ logos and
trademarks owned by Spectrum Pharmaceuticals, Inc. Any other
trademarks are the property of their respective owners.
© 2023 Spectrum Pharmaceuticals, Inc. All Rights Reserved
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version on businesswire.com: https://www.businesswire.com/news/home/20230720208750/en/
Nora Brennan Chief Financial Officer 949.788.6700
InvestorRelations@sppirx.com
Lisa Wilson In-Site Communications, Inc. 212.452.2793
lwilson@insitecony.com
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