Full Press Release Details
Lantheus and Progenics Agree to Amended Transaction Terms
Combination to Create Robust Portfolio and Pipeline of Precision Diagnostic and Therapeutic Products
Progenics Shareholders Will Receive 0.31 Shares of Lantheus Common Stock for Each Share of Progenics Stock in
All-Stock Transaction, Represents Approximately 40% Ownership Stake in Combined Company
Shareholders Will Also Receive Non-Tradeable Contingent Value Right Payable in Cash Based on Achievement of Certain PyL Net Sales Thresholds
Two Progenics Directors to Join Board of Directors of Combined Company
NORTH BILLERICA, Mass. and NEW YORK February 20, 2020 Lantheus Holdings, Inc. (NASDAQ: LNTH) ( Lantheus ),
parent company of Lantheus Medical Imaging, Inc. ( LMI ), a leader in the development, manufacture and commercialization of innovative diagnostic imaging agents and products, and Progenics Pharmaceuticals, Inc. (NASDAQ: PGNX)
( Progenics ), an oncology company developing innovative medicines and artificial intelligence to find, fight and follow cancer, today announced that they have entered into an Amended and Restated Agreement and Plan of Merger (the
Amended Agreement ) which amends the previously announced definitive Agreement and Plan of Merger dated as of October 1, 2019 (the Original Agreement ). The Amended Agreement has been unanimously approved by the Boards of
Directors of both companies.
Under the terms of the Amended Agreement, Lantheus will acquire all of the issued and outstanding shares of Progenics common
stock at a fixed exchange ratio whereby Progenics stockholders will receive, for each share of Progenics stock held at the time of the closing of the merger, 0.31 of a share of Lantheus common stock, increased from 0.2502 under the Original
Agreement, together with a non-tradeable contingent value right ( CVR ). The CVR is payable in two separate cash payments if PyLTM (18F-DCFPyL), Progenics prostate-specific membrane antigen targeted imaging agent designed to visualize prostate cancer currently in late stage clinical
development ( PyL ), exceeds net sales thresholds of $100 million in 2022 and $150 million in 2023. As a result of the increase in the exchange ratio, following the completion of the merger, former Progenics stockholders
aggregate ownership stake will increase to approximately 40% of the combined company from approximately 35% under the terms set forth in the Original Agreement.
Mary Anne Heino, President and Chief Executive Officer of Lantheus, said, After continued integration planning with Progenics and close collaboration
with Progenics reconstituted Board of Directors, we are even more excited about the potential value we can unlock by combining our two businesses. We remain confident that together, we will create a platform that leverages Lantheus
long-standing expertise in complex manufacturing, supply chain and commercial excellence, with Progenics three leading FDA approved products, clinical pipeline and development capabilities. Our team enthusiastically shares the view of
Progenics stockholders in the long-term growth potential of the Progenics product portfolio and, with our complementary strengths, our combined company will be better able to serve patients and healthcare professionals across the continuum of
critical diagnosis and care. We are also pleased with the progress the two companies have made toward closing throughout our discussions.
G rard Ber, Ph.D. and Mr. Heinz M usli, two members of Progenics reconstituted Board,
will join the Lantheus Board upon closing. Lantheus will reduce its current ten member Board to nine members at its 2020 stockholders meeting, or sooner if this transaction closes before then. Lantheus will further reduce its Board to eight members
at its 2021 stockholders meeting. As previously announced, the combined company will be led by Lantheus Chief Executive Officer Mary Anne Heino, who will be supported by Chief Financial Officer Robert J. Marshall Jr., CFA, and Chief Operations
Brian Markison, Chairman of the Board of Lantheus, said, We are excited about the additions of Dr. Ber and
Mr. M usli to our board. Both Dr. Ber and Mr. M usli add experience in radiopharmaceuticals with deep manufacturing, operating, finance and compliance experience.
Ann MacDougall, Interim Chair of Progenics Board, said, We have been pleased to work with Lantheus on the amended merger agreement. The
Progenics Board has unanimously determined that the combination with Lantheus under the updated terms is in the best interest of our stockholders. The merger creates a stronger combined platform that offers an innovative and diversified
diagnostic and therapeutics portfolio while ensuring stockholders the opportunity to participate in the future potential upside through enhanced ownership and the CVRs. The reconstituted Progenics Board, assisted by independent financial and legal
advisors, has evaluated the business prospects and operations of Progenics as a stand-alone business as well as the value of the Progenics interest in the combined company under the revised terms in the merger transaction, and have concluded that
the combination is the better path forward. We are also pleased to have our directors, Dr. G rard Ber and Mr. Heinz M usli, join the Board of the combined company to enhance its prospects for future success.
David Mims, Interim CEO of Progenics, added, We believe the combination will add significant value to both companies stockholders, especially in
light of the recent positive results we achieved with our PyL Phase 3 CONDOR trial and our product pipeline and research and development capabilities.
Lantheus Strategic Plan for Progenics
previously announced on November 7, 2019, Lantheus provided a strategic plan that provides stockholders of both companies with a clear and thoughtful strategy in which Lantheus will leverage its existing infrastructure and long-standing
expertise to deliver on the promise of Progenics product portfolio and maximize value for all stockholders. The Lantheus team remains confident in the combination with Progenics as Lantheus has a clear track record of creating significant
stockholder value, built on in-house operational excellence, commercial expertise, financial discipline and robust corporate governance.
In addition, through its extensive due diligence process and continued discussions with the Progenics Board, Lantheus has identified actions and investments
in 2020 that will help enhance the progress of AZEDRA and the PyL and 1095 programs. Lantheus remains well-positioned to ensure that the Progenics portfolio has the benefit of access to cost-effective capital, manufacturing capabilities, logistical
support and personnel resources to succeed.
With a focus on commercial, operational and clinical enhancements under the management of its proven team,
Lantheus strategic plan represents the highest value, most certain and expedient path forward to drive significant, long-term value for stockholders of both Progenics and Lantheus.
Strong Financial Rationale
As a result of the recently
reported positive top line results from the PyL Phase 3 CONDOR trial and ongoing integration planning, Lantheus believes this combination can generate double digit revenue growth, as well as drive margin expansion through the previously disclosed
2023 planning horizon. Accordingly, Lantheus continues to believe it can achieve adjusted EPS accretion in the third year following the close of the transaction.
Additional Transaction Details
Lantheus has also agreed to make available to Progenics up to $10 million of bridge financing on terms mutually agreed upon by the parties. The merger
transaction is expected to close early in the second quarter of 2020, subject to approval by Lantheus and Progenics stockholders and satisfaction of other customary closing conditions.
Upon completion of the acquisition, the combined company will continue to be headquartered in North
Billerica, Massachusetts and will trade on the NASDAQ under the ticker symbol: LNTH.
SVB Leerink LLC is acting as financial advisor
and White & Case LLP is acting as legal counsel to Lantheus.
Progenics engaged BofA Securities, Inc. as financial advisor and previously engaged
Jefferies LLC as existing lead financial advisor. Covington & Burling LLP and Mayer Brown LLP serve as independent legal advisors to Progenics.
Lantheus comprehensive strategic plan, along with additional documents related to its proposed acquisition of Progenics, can be viewed at
www.lantheusprogenics.transactionannouncement.com/, and can also be viewed on the SEC s website at www.sec.gov.
About Lantheus Holdings,
Inc. and Lantheus Medical Imaging, Inc.
Lantheus Holdings, Inc. is the parent company of LMI, a global leader in the development, manufacture and
commercialization of innovative diagnostic imaging agents and products. LMI provides a broad portfolio of products, including the echocardiography contrast agent DEFINITY Vial for (Perflutren
Lipid Microsphere) Injectable Suspension and TechneLite (Technetium Tc99m Generator), a technetium-based generator that provides the essential medical isotope used in nuclear medicine
procedures. The Company is headquartered in North Billerica, Massachusetts with offices in Puerto Rico and Canada. For more information, visit www.lantheus.com.
Progenics is an oncology company focused
on the development and commercialization of innovative targeted medicines and artificial intelligence to find, fight and follow cancer, including: therapeutic agents designed to treat cancer
(AZEDRA , 1095, and PSMA TTC); prostate-specific membrane antigen ( PSMA ) targeted imaging agents for prostate cancer (PyL
and 1404); and imaging analysis technology (aBSI and PSMA AI). Progenics has three commercial products, AZEDRA, for the treatment of patients with unresectable, locally advanced or metastatic pheochromocytoma or paraganglioma (rare neuroendocrine
tumors of neural crest origin) who require systemic anticancer therapy; and oral and subcutaneous formulations of RELISTOR (methylnaltrexone bromide) for the treatment of opioid-induced
constipation, which are partnered with Bausch Health Companies Inc.
Important Information For Investors And Stockholders
This document 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 in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
In connection with the proposed transaction, Lantheus filed with the Securities and Exchange Commission
( SEC ) a registration statement on Form S-4 on November 12, 2019 that includes a joint proxy statement of Lantheus and Progenics Pharmaceuticals, Inc. ( Progenics ) that also
constitutes a preliminary prospectus of Lantheus. The registration statement has not yet become effective. After the registration statement is declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to
stockholders of Lantheus and Progenics. INVESTORS AND SECURITY HOLDERS OF LANTHEUS AND PROGENICS ARE STRONGLY ENCOURAGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the registration statement and the joint proxy statement/prospectus and other documents filed with the SEC by
Lantheus or Progenics through the website maintained by the SEC at https://www.sec.gov.
Copies of the documents filed with the SEC by Lantheus will also
be available free of charge on Lantheus website at https://www.lantheus.com or by contacting Lantheus Investor Relations Department by email at ir@lantheus.com or by phone at (978) 671-8001. Copies
of the documents filed with the SEC by Progenics will also be available free of charge on Progenics internet website at https://www.progenics.com or by contacting Progenics Investor Relations Department by email at mdowns@progenics.com
or by phone at (646) 975-2533.
Certain Information Regarding Participants
Lantheus, Progenics, and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the
proposed transaction. Information about the directors and executive officers of Lantheus is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC
on February 20, 2019, its definitive proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on March 15, 2019, and its Current Report on Form 8-K, which was filed
with the SEC on March 25, 2019. Other information regarding the participants of Lantheus in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available.
about the directors and executive officers of Progenics is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 15, 2019 and amended
on April 30, 2019, its definitive proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on May 30, 2019, and its Current Report on Form 8-K, which was filed with
the SEC on November 21, 2019. Other information regarding the participants of Progenics in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. You may obtain these documents (when they become available) free of charge through the website maintained by
the SEC at https://www.sec.gov and from Investor Relations at Lantheus or Progenics as described above.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and
uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current plans,
estimates and expectations that are subject to various risks and uncertainties. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as
anticipate, expect, project, intend, believe, may, will, should, plan, could, target, contemplate,
estimate, predict, potential, opportunity, creates and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify