UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 8, 2011
AMAG PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-10865 (Commission File Number) |
04-2742593 (IRS Employer Identification No.) |
|
100 Hayden Avenue Lexington, Massachusetts (Address of principal executive offices) |
02421 (Zip Code) |
(617) 498-3300
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01. Entry into a Material Definitive Agreement.
On August 8, 2011, AMAG Pharmaceuticals, Inc., or AMAG, Alamo Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of AMAG, or Merger Sub, and Allos Therapeutics, Inc., or Allos, entered into Amendment No. 1 to Agreement and Plan of Merger and Reorganization, or the Amendment. The Amendment amends the Agreement and Plan of Merger and Reorganization, dated as of July 19, 2011, or the Merger Agreement, by and among AMAG, Merger Sub and Allos, by amending Section 4.4(b) of the Merger Agreement by replacing the term "Company Superior Offer" with "Parent Superior Offer" and adding the word "if" immediately following the words "(and not withdrawn)" in such Section 4.4(b). Except as described in the preceding sentence, the Merger Agreement was not otherwise modified. The Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
On August 8, 2011, AMAG issued a press release announcing that its Board of Directors, after consultation with its legal and financial advisors, has unanimously determined that the previously disclosed proposal by MSMB Capital is not reasonably expected to result in a superior offer to the merger with Allos. Therefore, AMAG's Board of Directors unanimously opposes MSMB Capital's proposal and reaffirms its prior determination that the Merger Agreement with Allos and the merger contemplated thereby are advisable and fair to, and in the best interests of, AMAG and its stockholders. A copy of AMAG's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information and Where You Can Find It
This report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger between AMAG and Allos will be submitted to the respective stockholders of AMAG and Allos for their consideration.
AMAG will file a Registration Statement on Form S-4 containing a joint proxy statement/prospectus of Allos and AMAG and other documents concerning the proposed acquisition with the Securities and Exchange Commission (the "SEC"). Investors are urged to read the joint proxy statement/prospectus when it becomes available and other relevant documents filed with the SEC because they will contain important information. Security holders may obtain a free copy of the proxy statement/prospectus (when it is available) and other documents filed by Allos and AMAG with the SEC at the SEC's website at www.sec.gov. The joint proxy statement/prospectus and other documents may also be obtained for free by contacting Allos' Investor Relations by e-mail at investorrelations@allos.com, by telephone at (303) 426-6262 or by mail at Investor Relations, Allos Therapeutics, Inc., 11080 CirclePoint Road, Suite 200, Westminster, CO 80020 or by contacting AMAG's Investor Relations by e-mail at cmiceli@amagpharma.com, by telephone at (617) 498-3361 or by mail at Investor Relations, AMAG Pharmaceuticals, Inc., 100 Hayden Avenue, Lexington, MA 02421.
Allos, AMAG, certain of their respective directors, executive officers, members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding Allos' directors and executive officers and their beneficial ownership of Allos' common stock is also set forth in Allos' annual proxy statement on Schedule 14A filed with the SEC on April 29, 2011. This document is available free of charge at the SEC's website at www.sec.gov or by going to Allos' Investors page on its corporate website at www.allos.com. Information concerning AMAG's directors and executive officers and their beneficial ownership of AMAG's common stock is set forth in AMAG's annual proxy statement on Schedule 14A filed with the SEC on April 18, 2011. This document is available free of charge at the
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SEC's website at www.sec.gov or by going to AMAG's Investors page on its corporate website at www.amagpharma.com. Additional information regarding the persons who may, under the rules of the SEC, be deemed "participants" in the solicitation of proxies in connection with the proposed merger, and a description of their direct and indirect interests in the proposed merger, which may differ from the interests of Allos' investors or AMAG's investors generally, will be set forth in the joint proxy statement/prospectus when it is filed with the SEC.
Item 9.01. Financial Statements and Exhibits.
AMAG hereby files the following exhibits:
| 2.1 | Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated as of August 8, 2011, by and among AMAG Pharmaceuticals, Inc., Alamo Acquisition Sub, Inc. and Allos Therapeutics, Inc. | ||
99.1 |
Press Release dated August 8, 2011. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMAG PHARMACEUTICALS, INC. | ||||
By: |
/s/ JOSEPH L. FARMER Joseph L. Farmer General Counsel and Senior Vice President of Legal Affairs |
|||
Date: August 8, 2011 |
||||
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Exhibit Number |
Description | ||
|---|---|---|---|
| 2.1 | Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated as of August 8, 2011, by and among AMAG Pharmaceuticals, Inc., Alamo Acquisition Sub, Inc. and Allos Therapeutics, Inc. | ||
99.1 |
Press Release dated August 8, 2011. |
||
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[Execution Copy]
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the "Amendment") is made and entered into as of August 8, 2011, by and among AMAG PHARMACEUTICALS, INC., a Delaware corporation ("Parent"); ALAMO ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); and ALLOS THERAPEUTICS, INC., a Delaware corporation (the "Company"); and this Amendment amends that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of July 19, 2011, by and among Parent, Merger Sub, and the Company. Capitalized terms used in this Amendment and not defined herein shall have the meanings given to such terms in the Merger Agreement.
WHEREAS, in accordance with Section 9.01 of the Merger Agreement, the parties hereto wish to amend the Merger Agreement as specified herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section 4.4(b) of the Merger Agreement is hereby amended by deleting the reference to "Company Superior Offer" in such Section 4.4(b) and replacing such reference with "Parent Superior Offer" and by adding the word "if" immediately following the words "(and not withdrawn)" in such Section 4.4(b).
2. Effectiveness. All of the provisions of this Amendment shall be effective as of the date hereof. Except as specifically provided for in this Amendment, the terms of the Merger Agreement are hereby confirmed and remain in full force and effect.
3. Effect of Amendment. Whenever the Merger Agreement is referred to in the Merger Agreement or in any other agreements, documents or instruments, such reference shall be deemed to be to the Merger Agreement as amended by this Amendment.
4. Counterparts. This Amendment may be executed and delivered (including by facsimile or electronic transmission) in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute a single instrument.
5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first above written.
| AMAG PHARMACEUTICALS, INC. | ||||
By: |
/s/ JOSEPH L. FARMER |
|||
| Name: | Joseph L. Farmer | |||
| Title: | General Counsel and SVP Legal Affairs | |||
ALAMO ACQUISITION SUB, INC. |
||||
By: |
/s/ JOSEPH L. FARMER |
|||
| Name: | Joseph L. Farmer | |||
| Title: | Vice President | |||
ALLOS THERAPEUTICS, INC. |
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By: |
/s/ MARC GRABOYES |
|||
| Name: | Marc Graboyes | |||
| Title: | SVP, General Counsel | |||
Signature Page to Amendment No. 1 to Merger Agreement
[LOGO]
FOR IMMEDIATE RELEASE
AMAG Pharmaceuticals, Inc. Board of Directors
Unanimously Opposes Unsolicited Proposal from MSMB Capital
LEXINGTON, Mass.—August 8, 2011, AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG), a biopharmaceutical company focused on the development and commercialization of a therapeutic iron compound to treat iron deficiency anemia, today announced that its Board of Directors, after consultation with its legal and financial advisors, has unanimously determined that the previously disclosed proposal by MSMB Capital is not reasonably expected to result in a superior offer to the merger with Allos Therapeutics, Inc. Therefore, the AMAG Board of Directors unanimously opposes MSMB Capital's proposal and reaffirms its prior determination that the merger agreement with Allos Therapeutics, Inc. and the merger contemplated thereby are advisable and fair to, and in the best interests of, AMAG and its stockholders.
About AMAG Pharmaceuticals, Inc.
AMAG Pharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of a therapeutic iron compound to treat iron deficiency anemia. For additional company information, please visit www.amagpharma.com.
Additional Information and Where You Can Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger between AMAG and Allos Therapeutics, Inc. will be submitted to the respective stockholders of AMAG and Allos for their consideration.
AMAG will file a Registration Statement on Form S-4 containing a joint proxy statement/prospectus of Allos and AMAG and other documents concerning the proposed acquisition with the Securities and Exchange Commission (the "SEC"). Investors are urged to read the joint proxy statement/prospectus when it becomes available and other relevant documents filed with the SEC because they will contain important information. Security holders may obtain a free copy of the proxy statement/prospectus (when it is available) and other documents filed by Allos and AMAG with the SEC at the SEC's website at http://www.sec.gov. The joint proxy statement/prospectus and other documents may also be obtained for free by contacting Allos' Investor Relations by e-mail at investorrelations@allos.com, by telephone at (303) 426-6262 or by mail at Investor Relations, Allos Therapeutics, Inc., 11080 CirclePoint Road, Suite 200, Westminster, CO 80020 or by contacting AMAG's Investor Relations by e-mail at cmiceli@amagpharma.com, by telephone at (617) 498-3361 or by mail at Investor Relations, AMAG Pharmaceuticals, Inc., 100 Hayden Avenue, Lexington, MA 02421.
Allos, AMAG, certain of their respective directors, executive officers, members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding Allos' directors and executive officers and their beneficial ownership of Allos' common stock is also set forth in Allos' annual proxy statement on Schedule 14A filed with the SEC on April 29, 2011. This document is available free of charge at the SEC's website at http://www.sec.gov or by going to Allos' Investors page on its corporate website at http://www.allos.com. Information concerning AMAG's directors and executive officers and
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their beneficial ownership of AMAG's common stock is set forth in AMAG's annual proxy statement on Schedule 14A filed with the SEC on April 18, 2011. This document is available free of charge at the SEC's website at http://www.sec.gov or by going to AMAG's Investors page on its corporate website at http://www.amagpharma.com. Additional information regarding the persons who may, under the rules of the SEC, be deemed "participants" in the solicitation of proxies in connection with the proposed merger, and a description of their direct and indirect interests in the proposed merger, which may differ from the interests of Allos' investors or AMAG's investors generally, will be set forth in the joint proxy statement/prospectus when it is filed with the SEC.
AMAG Pharmaceuticals, Inc. Contacts
Amy Sullivan, 617-498-3303
Carol Miceli, 617-498-3361
Joele
Frank, Wilkinson Brimmer Katcher
Tim Lynch/Annabelle Rinehart, 212-355-4449
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