Aug. 3 at 11:49 AM
$LNTH Lantheus to be acquired by Curium for
$102.50 per share in cash plus CVRs
Curium and Lantheus announced that Curium US Holdings and Lantheus have entered into a definitive agreement under which Lantheus will merge with a wholly-owned subsidiary of Curium US. Under the terms of the definitive agreement, Curium US will acquire all of the outstanding shares of Lantheus for
$102.50 per share in cash at closing, plus non-transferable contingent value rights, or CVRs, providing for up to
$12.00 per share in potential additional cash payments, subject to achievement of specified commercial milestones for Lantheus' products through 2030. The transaction represents a total per share consideration of up to
$114.50 and a total transaction value of up to approximately
$8B.
Together, Curium and Lantheus are positioned to create a radiopharmaceutical company spanning diagnostics and therapeutics, with the infrastructure and capabilities to serve patients in more than 70 countries. The board of directors of Lantheus has unanimously approved the transaction. The cash consideration provides for near-term certain value to Lantheus shareholders at closing and the CVR structure provides meaningful potential additional upside participation in the commercial performance of Lantheus' main product lines. The total transaction value represents a premium of 38% to Lantheus' unaffected 60-day volume-weighted average price, a premium of 29% to Lantheus' unaffected 30-day VWAP, and a premium of 21% to Lantheus' unaffected closing price, in each case as of May 21, the last trading day prior to the first media report of a potential sale transaction.
Under the terms of the agreement, Curium US will acquire all of the outstanding shares of Lantheus common stock for
$102.50 per share in cash at closing. In addition, Lantheus shareholders will receive up to
$12.00 per share in non-transferable CVRs. There can be no assurance that any payments will be made with respect to the CVRs. If all milestones are achieved, per share consideration under the CVRs would be
$12.00 per share. The transaction is expected to be financed through a combination of debt and equity and is not subject to any financial conditions or other related contingencies. Until the transaction closes, Lantheus will continue to operate as an independent, publicly traded company. Upon completion, Lantheus will cease to be a publicly traded company. The transaction is currently expected to close in the first half of 2027, subject to satisfaction of customary closing conditions, including receipt of Lantheus shareholder approval and required regulatory approvals.