M&A - Lantheus Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525069927

Filing Summary: On April 1, 2025, Lantheus Medical Imaging, Inc., a wholly owned subsidiary of Lantheus Holdings, Inc., completed the acquisition of Evergreen Theragnostics, Inc. through a statutory merger. The merger was executed under the previously announced Merger Agreement dated January 27, 2025. Lantheus Medical made an upfront cash payment of $250 million and an additional milestone payment of $25 million, with potential further milestone payments totaling up to $727.5 million, contingent on specific achievements. All outstanding Evergreen common stock and options were canceled in accordance with the merger terms. The merger has been approved by the Boards of Directors of both companies, with some directors recused from the discussions. A press release regarding the merger's closing was issued by Lantheus on the same day, April 1, 2025, and can be found in the filing as Exhibit 99.1.

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Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000119312525013841

Filing Summary: On January 27, 2025, Lantheus Medical Imaging, Inc., a wholly-owned subsidiary of Lantheus Holdings, Inc., entered into a Merger Agreement with Evergreen Theragnostics, Inc. The agreement allows Lantheus Medical to acquire Evergreen through a statutory merger, with Evergreen becoming a wholly-owned subsidiary. The total consideration for the acquisition includes an upfront payment of $250 million in cash at closing, subject to customary adjustments, plus potential milestone payments of up to $752.5 million based on specific performance milestones. The Merger Agreement contains customary provisions such as representations, warranties, covenants, and indemnification clauses. The transaction is set to close in the second half of 2025, pending required regulatory approvals. The Boards of Directors of both companies have approved the agreement, and the stockholders of Evergreen have also given their approval. A conference call is scheduled for January 28, 2025, to discuss the merger further.

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Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525004904

Filing Summary: On January 12, 2025, Lantheus Medical Imaging, Inc., a subsidiary of Lantheus Holdings, Inc., entered into a Sale and Purchase Agreement to acquire the entire issued share capital of Life Molecular Imaging Limited. The acquisition involves an upfront payment of $350 million and potential additional payments of up to $400 million based on net sales earnouts and milestones. The Purchaser will also assume certain future contingent liabilities. The acquisition is subject to customary closing conditions including shareholder approval and regulatory clearances. The Transaction is anticipated to be completed in the second half of 2025. A press release and an investor presentation regarding this acquisition were issued on January 13, 2025, to announce the signing of the Agreement.

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