Under the terms of the transaction agreements, one ofSpectrum's wholly owned subsidiaries entered into an agreement to purchaseroughly 89 percent of Talon's outstanding shares directly from Talon'sprincipal stockholders, and also purchased additional shares directly fromTalon, altogether representing more than 90 percent of Talon's outstandingshares. Spectrum, through its subsidiary, will acquire the remainingoutstanding shares through a short-form merger. The merger and acquisition of100 percent of Talon's common stock is expected to be completed within one day,after which Talon will become a Spectrum subsidiary.
In conjunction with the acquisition's completion, Spectrumwill make an aggregate upfront cash consideration to Talon's stockholders ofapproximately $11.3 million, and will also issue 3 million shares of its commonstock in exchange for the cancellation of all outstanding indebtedness underTalon's credit facility. In addition, stockholders of Talon will receivecontingent value rights in an aggregate of up to $195 million in future cashpayments from Spectrum if certain one-time sales-based milestones for Marqiboand an approval-based milestone for Menadione Topical Lotion are achieved.
"With this acquisition, we have added another drug that fitsvery well with our hematology and oncology franchise and addresses an unmetmedical need for cancer patients," Rajesh C. Shrotriya, MD, chairman, CEOand president of Spectrum Pharmaceuticals, said in a press release regardingthe transaction. "In a registration trial in Ph- ALL patients who had allpreviously failed multiple prior therapies and, therefore, had limitedtreatment options, Marqibo, as a single agent, demonstrated efficacy that ledto accelerated approval by the FDA. By acquiring the rights to Marqibo,Spectrum will be able to further leverage its current infrastructure andexperience in hematology and oncology to help these patients. We are veryexcited about this potential transaction as it delivers both an importantclinical treatment to cancer patients and compelling value to ourshareholders."
The acquisition provides Spectrum with a portfolio ofproducts indicated for the treatment of a range of cancers in various stages ofdevelopment. Spectrum will gain worldwide rights to Marqibo, a U.S. Food andDrug Administration-approved hematology product for the treatment of severaldifferent kinds of leukemia. Approval is being sought for several types ofleukemia, including relapsed adult Ph(-) acute lymphoblastic leukemia (ALL),front-line aggressive non-Hodgkin's lymphoma, front-line elderly Ph(-) ALL,front-line non-elderly Ph(-) ALL and pediatric cancers (including ALL).Spectrum also gains the rights to Menadione Topical Lotion, a Phase II productfor the treatment of skin toxicity associated with epidermal growth factorreceptor anti-cancer agents.