Progenics Pharmaceuticals, Inc. (NASDAQ:PGNX) Files An 8-K Other Events
Item 8.01
BofA Securities performed a discounted cash flow analysis of Lantheus Holdings by calculating the estimated present value as of December 31, 2019 of the stand-alone, unlevered, after-tax free cash flows that Lantheus Holdings was forecasted to generate, based on the Progenics management Lantheus financial projections, during the fiscal year ending December 31, 2020 through the fiscal year ending December 31, 2024. BofA Securities calculated terminal values for Lantheus Holdings by applying to Lantheus Holdings stand-alone, unlevered, after-tax normalized free cash flows in the terminal year, a selected range of perpetuity growth rates of 1.25% to 2.25%, which range was based on input from Progenics management. The cash flows and terminal values were discounted to present value as of December 31, 2019 using a selected range of discount rates of 7.75% to 10.00%, which was based on an estimate of Lantheus Holdings weighted average cost of capital. Lantheus Holdings implied equity value was calculated (based on information provided by the management of Progenics) by reducing Lantheus Holdings implied enterprise value by Lantheus Holdings net debt as of December 31, 2019 (based on cash and cash equivalents of $93 million and debt of $195 million as provided by Progenics management). BofA Securities also calculated the estimated present value (as of December 31, 2019) of the NOLs that Progenics management forecasted would be utilized during calendar years 2019 through 2024, using a discount rate range of 5.00% to 7.00%. This analysis indicated an approximate implied per share equity value reference range for the Lantheus Holdings common stock, ranging from $23.31 to $37.30 (calculated assuming 39.3 million shares of Lantheus Holdings common stock, 1.1 million Lantheus Holdings restricted stock awards and restricted stock units, and 0.3 million Lantheus Holdings options (using the treasury stock method with a weighted average strike price of $17.44) as provided by Progenics management as of February 14, 2020).
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, as amended by Amendment No. 1 to that registration statement filed with the SEC on March 16, 2020, that includes a joint proxy statement of Progenics and Lantheus that also constitutes a preliminary prospectus of Lantheus. The registration statement was declared effective by the SEC on March 18, 2020, and Progenics and Lantheus commenced mailing the joint proxy statement/prospectus to stockholders of Progenics and Lantheus on or about March 19, 2020. Progenics and Lantheus also filed a supplement to the joint proxy statement/prospectus on May 14, 2020, which was mailed on or about May 14, 2020. INVESTORS AND SECURITY HOLDERS OF PROGENICS AND LANTHEUS ARE STRONGLY ENCOURAGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, THE SUPPLEMENT 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, the joint proxy statement/prospectus, the supplement and other documents filed with the SEC by Progenics or Lantheus through the website maintained by the SEC at https://www.sec.gov.
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 [email protected] or by phone at (646) 975-2533. 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 [email protected] or by phone at (978) 671-8001.
Certain Information Regarding Participants
Progenics, Lantheus 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 Progenics is set forth in its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on March 13, 2020. 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, are contained or will be contained in the joint proxy statement/prospectus, the supplement and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available.