* Spectrum Pharmaceuticals, Inc. (Nasdaq: SPPI) announced that, through a wholly-owned subsidiary, the company entered into an agreement to acquire Talon Therapeutics, Inc. (OTCBB: TLON), a biopharmaceutical company based in South San Francisco, California, and expects to complete the acquisition within one day.
In connection with the closing of the acquisition, Spectrum will pay Talon stockholders an aggregate upfront cash consideration of approximately $11.3 million and will issue 3 million shares of its common stock in exchange for the cancellation of all of the outstanding indebtedness under Talon’s credit facility. Talon stockholders will also receive contingent value rights (CVRs) in an aggregate of up to $195 million in future cash payments from Spectrum upon the achievement of certain one-time sales-based milestones for Marqibo® and an approval-based milestone for Menadione Topical Lotion. There can be no assurance as to the actual value, if any, of a CVR. The CVRs will not be publicly traded.
Through this acquisition, Spectrum will gain worldwide rights to Marqibo, an FDA-approved hematology product for the treatment of leukemia, as well as a Phase 2 product, Menadione Topical Lotion for the treatment of the skin toxicity associated with epidermal growth factor receptor anti-cancer agents, such as ERBITUX®.
H.C. Wainwright & Co., LLC is acting as Spectrum’s exclusive advisor, Stradling Yocca Carlson & Rauth, P.C. is acting as legal counsel to Spectrum.
* Meade Instruments Corp. (Nasdaq: MEAD) announces the termination of its previously announced Agreement and Plan of Merger with JOC North America LLC and JOCNA Inc., collectively (“JOC”), which was announced May 17, 2013, and the execution of a new Agreement and Plan of Merger with Sunny Optics, Inc. (“SOI”) and Sunny Optics Merger Sub, Inc., a wholly-owned subsidiary of SOI, both of which are affiliates of Ningbo Sunny Electronic Co., Ltd., collectively (“Sunny”) for $4.21 per share or approximately $5.5 million for all shares.
As required by its merger agreement with JOC, Meade paid a $250,000 termination fee to JOCNA Inc. which Meade borrowed from Sunny in connection with the execution of their merger agreement.
Ningbo Sunny Electronic Co., Ltd. develops, makes and sells sport and outdoor optical products, such as binoculars, telescopes, spotting scopes, riflescopes and diverse optical components and accessories. Sunny’s manufacturing facility is located in Zhejiang, China and is equipped with first-grade, ISO9001 certified, production facilities, and advanced environmental and optical testing devices.
* W. P. Carey, Inc. (NYSE: WPC) announced that CPA®:17 – Global, one of its publicly held non-traded REIT affiliates, has acquired a logistics center of H&M Hennes & Mauritz AB in Poznan, Poland from a fund managed by Invesco Real Estate. The total acquisition cost for the 896,911 sq ft (83,325 sq m) facility was approximately $85 million (€64 million).
The center is subject to a long-term, triple-net lease that is fully guaranteed by H&M. Located in Poznan, the second largest logistics market in Poland outside of Warsaw, the modern center is critical to the supply chain of H&M in Europe. It is H&M’s European distribution center for Eastern Europe, as well as its primary e-commerce and online-retail logistics hub for Europe.
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