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Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Spectrum Pharmaceuticals Stockholders Vote “FOR” Proposed Transaction with Assertio Holdings, Inc.
Recommendations from the Nation’s Leading Independent Proxy Advisory Firms Recognize Value Creation Opportunity for Spectrum Stockholders and Strength of the
About this update from Assertio Holdings, Inc.
[{"type":"text","content":"\nRecommendations from the Nation’s Leading Independent Proxy Advisory Firms Recognize Value Creation Opportunity for Spectrum Stockholders and Strength of the Combined Company\n\n\n BOSTON--(BUSINESS WIRE)--\nSpectrum 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.\n\n\nIn 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.”\n\n\n“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.”\n\n\nThe 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.\n\n\nStockholders with questions, or who need assistance i...