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
Progenics 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
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.”
Gérard Ber, Ph.D. and Mr. Heinz Mäusli, 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 Officer John Bolla.
Brian Markison, Chairman of the Board of Lantheus, said, “We are
excited about the additions of Dr. Ber and Mr. Mäusli to our board.
Both Dr. Ber and Mr. Mäusli 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. Gérard Ber and Mr. Heinz Mäusli, 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
As 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.
Advisors
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.
About Progenics
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.
Information 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 forward-looking statements. All
statements, other than historical facts, including the expected
timing of the closing of the merger; the ability of the parties to
complete the merger considering the various closing conditions; the
expected benefits of the merger, such as efficiencies, cost
savings, synergies, revenue growth, creating shareholder value,
growth potential, market profile, enhanced competitive position,
and financial strength and flexibility; the competitive ability and
position of the combined company; and any assumptions underlying
any of the foregoing, are forward-looking statements. Important
factors that could cause actual results to differ materially from
Lantheus’ and Progenics’ plans, estimates or expectations could
include, but are not limited to: (i) Lantheus or Progenics may be
unable to obtain stockholder approval as required for the merger;
(ii) conditions to the closing of the merger may not be satisfied;
(iii) the merger may involve unexpected costs, liabilities or
delays; (iv) the effect of the announcement of the merger on the
ability of Lantheus or Progenics to retain and hire key personnel
and maintain relationships with customers, suppliers and others
with whom Lantheus or Progenics does business, or on Lantheus’ or
Progenics’ operating results and business generally; (v) Lantheus’
or Progenics’ respective businesses may suffer as a result of
uncertainty surrounding the merger and disruption of management’s
attention due to the merger; (vi) the outcome of any legal
proceedings related to the merger; (vii) Lantheus or Progenics may
be adversely affected by other economic, business, and/or
competitive factors; (viii) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; (ix) risks that the merger disrupts current plans
and operations and the potential difficulties in employee retention
as a result of the merger; (x) the risk that Lantheus or Progenics
may be unable to obtain governmental and regulatory approvals
required for the transaction, or that required governmental and
regulatory approvals may delay the transaction or result in the
imposition of conditions that could reduce the anticipated benefits
from the proposed transaction or cause the parties to abandon the
proposed transaction; (xi) risks that the anticipated benefits of
the merger or other commercial opportunities may otherwise not be
fully realized or may take longer to realize than expected; (xii)
the impact of legislative, regulatory, competitive and
technological changes; (xiii) expectations for future clinical
trials, the timing and potential outcomes of clinical studies and
interactions with regulatory authorities; and (xiv) other risks to
the consummation of the merger, including the risk that the merger
will not be consummated within the expected time period or at all.
Additional factors that may affect the future results of Lantheus
and Progenics are set forth in their respective filings with the
SEC, including each of Lantheus’ and Progenics’ most recently filed
Annual Report on Form 10-K, subsequent Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other filings with the SEC,
which are available on the SEC’s website at www.sec.gov. Readers
are urged to consider these factors carefully in evaluating these
forward-looking statements, and not to place undue reliance on any
forward-looking statements. Readers should also carefully review
the risk factors described in other documents that Lantheus and
Progenics file from time to time with the SEC. The forward-looking
statements in this document speak only as of the date of these
materials. Except as required by law, Lantheus and Progenics assume
no obligation to update or revise these forward-looking statements
for any reason, even if new information becomes available in the
future.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200220005672/en/
Lantheus
Investor Contact: Mark Kinarney 978-671-8001
ir@lantheus.com
Media Contacts: Sard Verbinnen & Co Stephen Pettibone /
Warren Rizzi / TJ White 212-687-8080 lantheus-svc@sardverb.com
Progenics
Investor Contact: Melissa Downs 646-975-2533
mdowns@progenics.com
Progenics Pharmaceuticals (NASDAQ:PGNX)
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