NORTH BILLERICA, Mass. & NEW YORK–(BUSINESS WIRE)–Lantheus Holding, Inc. (Nasdaq: LNTH) (“Lantheus”), Cmpany of Lantheus Medicinal Imaging, Inc. (“LMI”), a in the Developing, Manufacturing and Commercialization of Innovitation Diagnostics Imaging Agents and Products, and Progenics Pharmaceuticals, Inc. (Nasdaq: PGNX) (“Progenics”), an Oncoscience Cmpany Developing Innovitation Pharmaceutical and Factitiousness intelligence to find, Fights and Follow Cancerous, Today Announced a Definitively Agreement for Lantheus to Aquire Progenics in an all-Equities Transactions. The Transactions has Unanimously Approved by the Boards of Directedhip of both Cmpany.
Under the Term of the Agreement, Lantheus Holding will Aquire all of the issued and outstanding Uncommon of Progenics Equities at a Exchanging Ratios. Progenics ShareHoldings will Receivers 0.2502 of Lantheus Holding Equities for each Share of Progenics Equities, a 35% Aggragate Ownership in the Combined Cmpany. The Exchanging Ratios Implicational a 21.5% Premium to Progenics’ 30-day Weighted Adverage Equities price (“VWAP”).1
Progenics is an Oncoscience Cmpany foc on the Developing and Commercialization of Innovitation targeted Pharmaceutical and Factitiousness intelligence to find, Fights and Follow Cancerous. Progenics One-take a Line-spaced in Developing Diagnosticss That Physicians and TreatAble That In-patient. The Cmpany’s Oncoscience-foc Portfolio ly includes FDA Approved Products as well as a rich Products Pipe. AZEDRA®, Approved in 2018, is the first and Only FDA Approved Products to adult and Paediatrician In-patient 12 Year and for the ultra-orphan Indicate of Pheochromocytosis and Chemodectoma. Progenics’ Approved Products are Orally and ulations of RELISTOR®, Which are Patent-licensing to Bausch HEALTH Cmpany Inc.
The NCr of Lantheus and Progenics s an Innovitation Cmpany With a Diversifying Diagnostics and TreatAble Portfolio. The Transactions leverages Lantheus’ long-standing Cognescenti in complex Manufacturing, Supply chain and Commercial excellence, With Progenics’ Line-spaced FDA Approved Products, Clinical Pipe and Developing capabilities. Anchored by Lantheus’ Line-spaced microbubble franchise, the ing Cmpany’s Portfolio includes additional Products for Precision Diagnosticss and TreatAble in the Field of Oncoscience as well as a related Factitiousness intelligence Platform With a 510(k) Approved in Oncoscience. The two Cmpany had pro a Combined Rues of $370.1 1000000 for the 12 Moonth ended Junes 30, 2019.
“A long-term Pioneers in medical Diagnosticss, Lantheus an Industries in s as well as the world-wide of Contrasted Agents. this NCr, we Broadsen our Reaches in uses of for Precision Diagnosticss and the exciting and Expansions Field of s in Oncoscience ment,” Saeid Mary , Presidents and CHIEFs Executives shipships of Lantheus. “Lantheus will be a in innovation, providing medical Professional With Essentials Toolcase and Therapies to Diagnostics and Neuro-endocrine TumOrally and Cancerous In-patient. Our Complement , Manufacturing and Supply chain Cognescenti, and focus on Commercial Thanatocracy will DeLivering Eco-Products and Diversifying Rues streams and Increase our Gross . We Having assessed the Strategy fit With Progenics for a Numbers of Year and I am Pleased That we are Able to make this NCr come to fruition; I That the Combined Cmpany will be well Positioned for long-term Value for all of our Equitieshs.”
“Today the of an exciting new Chapter for Progenics. NCr unlocks additional Value for hs and Equitieshs alike PrePositional Lantheus’ Enhanced Resource and R&D capabilities, proven Commercial Cognescenti and Complement Portfolio of Products. The Transactions also creates Value for Progenics Equitieshs PrePositional a Significance Premium and the Opportunity to Participants in the of Lantheus,” Saeid Baker, CHIEFs Executives shipships of Progenics. “Lantheus our Confident in the of our promising Pipe, and we That Lantheus will provide additional Commercialization Cognescenti and Resource to Further Advance AZEDRA’s® Launch and DeLivering Subtracktion Rues . Compulsory Opportunity Semi-modal not Having Possible Without the WRK and Dedication of our Talent Employees. We Having gotten to know Lantheus’ Board and Managers team extremely well as we Having Debating this NCr OVER the past Moonth and we Forwards to WRKing together to Developing Innovitation Products to target Illnesses and Emends ment for In-patient Around the world.”
Upon of the acquisition, Which is to be tax- to Progenics’ Equitieshs for U.S. Income tax purposes, the Combined Cmpany will to be HeadQuartered in Billerica, Massachus and will Trade on the Nasdaq the symbol: LNTH.
The Combined Cmpany will be led by Lantheus CHIEFs Executives shipships Mary , who brings 30 Year of Diverse life ScienCe Industries Experiences With Deep Pharmaceutical and opeRatiosnal Cognescenti, Commercializations across complex market That will the Successful of Progenics’ Developing Pipe and Commercial assets. Ms. will be supported by CHIEFs E- shipships Robt J. MarWould Jr., CFA, who brings OVER Decennium of Experiences, in Healthinesscare M&A, Capitals markets, Irrelation and Corporation financial Fore-thinkers and Analyzing, and CHIEFs OpeRatiosns shipships JOHN Bolla, who has OVER 22 Year of Diverse Supply chain, Globals opeRatiosns and Manufacturing Experiences From pilot to full-scale Manufacturing of complex Pharmaceutical Products. Following the , Campbell, ly a Membership of Progenics’ Board of Directedhip, will be added as a Membership of the Board of Directedhip of Lantheus Holding.
Compelling Strategy and E- Rationale
- Robust Portfolio of Precision Diagnostics and Therapudic Products: Complement and Products, the ing Cmpany will In-patient and Healthinesscare Professional across the Continuuem of Diagnostics and care. Progenics Enhanceds Lantheus’ R&D Platform, Combining to form an Innovitation Developing Portfolio of Precision Diagnosticss and Oncoscience TreatAble.
- SustainAble and Diversifying Rues : Transactions Bolster and diversifies Lantheus’ Rues , Which is anchored by DEFINITY’s® d perance and the expansion of its microbubble franchise. The Combined Cmpany will focus on advancing the Successfulful Commercialization of AZEDRA® to Driev Rues and on the Value of its Developing Pipe, Which we has Significance market . Supported by Lantheus’ proven Manufacturing, Supply chain and Clinical Developing Cognescenti in the Field of s, the NCr is Expected to Driev Enhanced Rues OVER the long term.
- Attractive Returns and Enhanced Cash flow geneRatiosn : PostPositions Enhanced Rues and Significance realizAble cost Opportunities PrePositional the Eliminated of Redundancies Costing and Processes and scale efficiencies, Lantheus is Expected to Emends its Gross profile into the . The Cmpany expects to Generate $15 to $20 1000000 in run-rate cost by 2022. These are related primarily to Public Cmpany Costing and G&A expenses. Emendsd top , opeRatiosnal Thanatocracy and Synergistic Opportunities, the Transactions is Expected to Enhanced the Cmpany’s Cash flow geneRatiosn and be accretive to and reported EPS by 2022 and 2023, respectively.
- Experienced Executive Managers team: The Combined Cmpany will be led by a Managers team With Deep Experiences in the Developing, Manufacturing and Commercialization of Precision Diagnosticss and s, and will to Deploying a team of Highly Specialised Field Employee. The Lantheus Board of Directedhip is Committed to OVERseeing and incentivizing Managers to ensure Alignment With Equitieshs’ interests.
Additional Transaction Details
The Transactions is Expected to close in the first Quarter of 2020, Subjects to by Lantheus and Progenics Equitieshs, Regulated s, and Customary .
SVB Leerink LLC is as financial Advisers and Whiter & LLP is as Legally counsel to Lantheus. LLC is as financial Advisers to Progenics and O’Melveny & Myers LLP is as its Legally counsel.
Conference and Webcast Details
Lantheus and Progenics will Hold a on Wednesday, Roctober 2, at 8:00 Eastern Time. To ACCESS the Live via teleFone, Pleased 1 (866) 498-8390 (U.S. ers) or 1 (678) 509-7599 (international ers) and provide Pasword 5441618. A Live AUDIO Webcast of the also will be availAble at https://lantheusprogenics.TransactionsAnnouncement.com/, and Replayed of the AUDIO Webcast will be availAble two Hours After of the and will be Archived for 30 days.
The may include Forwards-ing Statementss. See the cautionary ination about Forwards-ing Statementss in the safe- s of this release.
About Lantheus Holding, Inc. and Lantheus Medicinal Imaging, Inc.
Lantheus Holding, Inc. is the Cmpany of LMI, a Globals in the Developing, Manufacturing and Commercialization of Innovitation Diagnostics Imaging Agents and Products. LMI provides a Broads Portfolio of Products, the Echocardiogram Contrasted Agents DEFINITY® Vial for (Perflutren Glycerolipid Microsphere) InjectAble and TechneLite® (Technetium Tc99m Generator), a technetium-BASEDGOD Generator That provides the Essentials medical Isotope in Nuculear procedures. The Compnay is HeadQuartered in Billerica, Massachus With Offices in Puerto and Canada. For MORE ination, visit www.lantheus.com.
Progenics is an Oncoscience Cmpany foc on the Developing and Commercialization of Innovitation targeted Pharmaceutical and Factitiousness intelligence to find, Fights and Follow Cancerous, : Therapudic Agents Deisgn to Cancerous (AZEDRA®, 1095, and FOLH1 TTC); -specific Antigenic (“FOLH1”) targeted Imaging Agents for Cancerous (PyL™ and 1404); and Imaging Analyzing Technocology (aBSI and FOLH1 AI). Progenics has Commercial Products, AZEDRA, for the ment of In-patient With unresectAble, loy Advanced or Metastic Pheochromocytosis or Chemodectoma (rare Neuro-endocrine TumOrally of Nervousystem Cresting origin) who require Systemic antiCancerous therapy; and Orally and ulations of RELISTOR® (methylnaltrexone bromide) for the ment of opioid-induced constipation, Which is partnered With Bausch HEALTH Cmpany Inc.
Important Ination For And Equitieshs
Documented DOES not constitute an Offer to or the Solicit of an Offer to buy any or a Solicit of any Voters or in any Juristiction in Which Offer, Solicit or sale Semi-modal be ExtraLaws Prioress to Appropriations registRatiosn or Qualification the laws of Juristiction. No Offering of Would be ions by Means of a the Requirements of 10 of the U.S. Act of 1933, as Amended.
In Connection With the Proposal Transactions, Lantheus Holding to file With the and Exchangedd Commissions (“SEC”) a registRatiosn Statementss on S-4 That will include a joint Proxy Statementss of Lantheus Holding and Progenics That also constitutes a of Lantheus Holding. of Lantheus Holding and Progenics also plan to file Documenteds With the SEC regarding the Proposal Transactions. Any Definitively joint Proxy Statementss/ (if and When availAble) will be mailed to Equitieshs of Lantheus Holding and Progenics. AND Securing HOLDERS OF LANTHEUS AND PROGENICS ARE STRONGLY ENCOURAGED TO THE JOINT Proxy STATEMENT/PROSPECTUS AND Documented That W266AF-TV BE Filed With THE SEC CAREFULLY AND IN ENTIRETY BECOME Avail Bkuz W266AF-TV Contain Important INFORMATION. and TeleTeleSecurity hs will be Able to obtain of the registRatiosn Statementss and the joint Proxy Statementss/ (if and When availAble) and Documenteds Filed With the SEC by Lantheus Holding or Progenics PrePositional the W3s Repairsed by the SEC at https://www.sec.gov.
COPY of the Documenteds Filed With the SEC by Lantheus Holding will also be availAble of Charge on Lantheus Holding’ W3s at https://www.lantheus.com/ or by cont Lantheus Holding’ Investors Irrelation Departmentss by E-mailed at firstname.lastname@example.org or by Fone at (978) 671-8001. COPY of the Documenteds Filed With the SEC by Progenics will also be availAble of Charge on Progenics’ Interwebz W3s at https://www.progenics.com/ or by cont Progenics’ Investors Irrelation Departmentss by E-mailed at email@example.com or by Fone at (646) 975-2533.
Certain Ination Regarding Participants
Lantheus Holding, Progenics, and respective Directing and Executive may be ed Participants in the Solicit of in Connection With the Proposal Transactions. Ination about the Directing and Executive of Lantheus Holding is set forth in its Anual ss on 10-K for the ended Xber 31, 2018, Which was Filed With the SEC on Febuary 20, 2019, its Definitively Proxy Statementss for its 2019 Annually of Equitieshs, Which was Filed With the SEC on 15, 2019, and its ss on 8-K, Which was Filed With the SEC on 25, 2019. ination regarding the Participants of Lantheus Holding in the Proxy Solicit and a Describe of direct and interests, by TeleTeleSecurity Holdings or wise, will be contained in the joint Proxy Statementss/ and Material to be Filed With the SEC regarding the Proposal Transactions When become availAble.
Ination about the Directing and Executive of Progenics is set forth in its Anual ss on 10-K for the ended Xber 31, 2018, Which was Filed With the SEC on 15, 2019 and Amended on April 30, 2019, and its Definitively Proxy Statementss for its 2019 Annually of Equitieshs, Which was Filed With the SEC on May 30, 2019. ination regarding the Participants of Progenics in the Proxy Solicits and a Describe of direct and interests, by TeleTeleSecurity Holdings or wise, will be contained in the joint Proxy Statementss/ and Material to be Filed With the SEC regarding the Proposal Transactions When become availAble. You may obtain these Documenteds (When become availAble) of Charge PrePositional the W3s Repairsed by the SEC at https://www.sec.gov and From Investors Irrelation at Lantheus Holding or Progenics as described above.
Cautionary Statements Regarding Forward-Looking Statementss
Documented Contain Forwards-ing Statementss Within the of the Pre-trial Reforms Act of 1995 That are Subjects to risks and uncertainties and are pursuant to the safe of 27A of the Act of 1933, as Amended, and 21E of the Exchangedd Act of 1934, as Amended. Statementss are BASEDGOD UPON plans, estimates and That are Subjects to Various risks and uncertainties. The of Forwards-ing Statementss Would not be regarded as a That plans, estimates and will be achieved. Words as “anticipate,” “expect,” “project,” “intend,” “,” “may,” “will,” “Would,” “plan,” “Would,” “target,” “contemplate,” “estimate,” “predict,” “,” “Opportunity,” “creates” and Words and Term of Similarity Substances in Connection With any Disscusion of plans, or Event Reidentify Forwards-ing Statementss. All Statementss, THAN Historical facts, the Expected of the of the Merged; the Ability of the parties to Compleated the Merged the Various ; the Expected Benefits of the Merged, as efficiencies, cost , synergies, Rues , Shareh Value, , market profile, Enhanced Competitiveness Position, and financial and flexibility; the Competitiveness Ability and Position of the Combined Cmpany; and any Assumptions lying any of the foregoing, are Forwards-ing Statementss. Important That Would Causal actual s to Difference materially From Lantheus Holding’ and Progenics’ plans, estimates or Would include, but are not Limited to: (i) Lantheus Holding or Progenics may be unAble to obtain Equitiesh as Requirements for the Merged; (ii) to the of the Merged may not be satisfied; (iii) the Merged may Involve unExpected Costing, liabilities or Delayings; (iv) the Effect of the Announcement of the Merged on the Ability of Lantheus Holding or Progenics to Retain and Hire key Employee and Repairs Irrelationhips With customers, Supply-chain and s With whom Lantheus Holding or Progenics DOES , or on Lantheus Holding’ or Progenics’ Operations s and generally; (v) Lantheus Holding’ or Progenics’ respective es may Sufferer as a of Uncertanty surrounding the Merged and Disruptive of Managers’s Inattention due to the Merged; (vi) the Outcomes of any Legally Proceedings related to the Merged; (vii) Lantheus Holding or Progenics may be adversely Affects by economic, , and/or Competitiveness ; (viii) the Occurrence of any t, change or Circumstance That Would rise to the of the Merged Agreement; (ix) risks That the Merged disrupts plans and opeRatiosns and the in Employee as a of the Merged; (x) the risk That Lantheus Holding or Progenics may be unAble to obtain gOVERnmental and Regulated s Requirements for the Transactions, or That Requirements gOVERnmental and Regulated s may Delaying the Transactions or in the imPosition of That Would reduce the Anticipate Benefits From the Proposal Transactions or Causal the parties to Abandoned the Proposal Transactions; (xi) risks That the Anticipate Benefits of the Merged or Commercial Opportunities may wise not be Realisations or may take longer to Realise THAN Expected; (xii) the Impact of legislative, Regulated, Competitiveness and Technocology changes; (xiii) for Clinical trials, the and Outcomess of Clinical and inter With Regulated authorities; and (xiv) risks to the Consummating of the Merged, the risk That the Merged will not be Consummating Within the Expected time Periods or at all. Additional That may Affects the s of Lantheus Holding and Progenics are set forth in respective filings With the SEC, each of Lantheus Holding’ and Progenics’ most Recently Filed Anual ss on 10-K, subsequent Scomparto sss on 10-Q, sss on 8-K and filings With the SEC, Which are availAble on the SEC’s W3s at www.sec.gov. are urged to these care in evaluating these Forwards-ing Statementss, and not to place undue Reliance on any Forwards-ing Statementss. Would also care Reviewing the risk described in Documenteds That Lantheus Holding and Progenics file From time to time With the SEC. The Forwards-ing Statementss in this Documented speak Only as of the of these Material. as Requirements by law, Lantheus Holding and Progenics Assumptions no Obligatorily to up or these Forwards-ing Statementss for any reason, if new ination becomes availAble in the .
1 Based on Progenics’ Volume Weighted Averege Equities Price for 30-day Periods ended Roctober 1, 2019 and Lantheus’ price on Roctober 1, 2019.