LANTHEUS HOLDINGS, INC. (NASDAQ:LNTH) Files An 8-K Entry into a Material Definitive Agreement

LANTHEUS HOLDINGS, INC. (NASDAQ:LNTH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On June 19, 2020, as contemplated by the Merger Agreement, Lantheus Holdings entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with Computershare, Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively, as rights agent. Each contingent value right (a “CVR”) issued thereunder entitles its holder to receive his, her or its pro rata share of aggregate cash payments equal to 40% of U.S. net sales generated by PyLTM (F-DCFPyL), Progenics’ prostate-specific membrane antigen targeted imaging agent designed to visualize prostate cancer currently in late stage clinical development, in calendar years 2022 and 2023 in excess of $100 million and $150 million, respectively, subject to and in accordance with the terms of the CVR Agreement, including the aggregate payment cap specified therein.

The description of the CVR Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the CVR Agreement, a copy of which is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth in the “Explanatory Note” and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets

In accordance with the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Progenics common stock, par value $0.0013 per share, issued and outstanding immediately prior to the Effective Time (other than shares of Progenics common stock owned by Lantheus Holdings, Progenics or any of their wholly-owned subsidiaries) was automatically cancelled and converted into the right to receive (1) 0.31 (the “Exchange Ratio”) of a share of Lantheus Holdings common stock, par value $0.01 per share, and (2) one CVR (collectively, the “Merger Consideration”). No fractional shares of Lantheus Holdings common stock have been or will be issued in the Merger, and Progenics’ former stockholders have received or will receive cash in lieu of any fractional shares of Lantheus Holdings common stock.

In addition, in accordance with the Merger Agreement, at the Effective Time, each Progenics stock option with a per share exercise price that does not exceed $4.42 (an “in-the-money Progenics stock option”) became entitled to receive in exchange for each such in-the money Progenics stock option (1) an option to purchase Lantheus Holdings common stock (each, a “Lantheus Holdings Stock Option”) converted based on the Exchange Ratio and (2) a vested or unvested CVR depending on whether the underlying in-the-money Progenics stock option was vested at the Effective Time. Each Progenics stock option with a per share exercise price that does exceed $4.42 (an “out-of-the-money Progenics stock option”) became entitled to receive Lantheus Holdings Stock Options converted on an exchange ratio determined based on the average of the volume weighted average price per share of common stock of Progenics and Lantheus Holdings prior to the Effective Time, which exchange ratio was 0.31.

Lantheus Holdings expects to issue up to 26,844,957 shares of Lantheus Holdings common stock and 86,630,634 CVRs to former Progenics stockholders in connection with the Merger. Lantheus Holdings also expects to assume up to 34,000 in-the-money Progenics stock options and 6,507,342 out-of-the-money Progenics stock options, each to be converted into Lantheus Holdings Stock Options at the exchange ratios noted above.

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The shares of Lantheus Holdings common stock issued in connection with the Merger were registered under the Securities Act of 1933, as amended (the “Securities Act”), to Lantheus Holdings’ registration statement on Form S-4 (File No. 333-234627), declared effective by the Securities and Exchange Commission (the “SEC”) on March 18, 2020. The joint proxy statement/prospectus, filed with the SEC to Rule 424(b)(3) under the Securities Act on March 19, 2020, and the supplement to the joint proxy statement/prospectus, filed with the SEC to Rule 424(b)(3) under the Securities Act on May 14, 2020, contain additional information about the Merger.

The description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Lantheus Holdings’ Current Report on Form 8-K filed on February 20, 2020 and is incorporated herein by reference.

The information set forth in the “Explanatory Note” and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Directors

In accordance with the Merger Agreement, effective immediately upon the Effective Time, each of Mr. Ken Pucel and Dr. Derace Schaffer resigned from the board of directors of Lantheus Holdings (the “Lantheus Holdings Board”) and any respective committee of the Lantheus Holdings Board of which he was a member. The resignations were not the result of any disagreements with Lantheus Holdings relating to Lantheus Holdings’ operations, policies or practices.

(d) Appointment of Directors

In accordance with the Merger Agreement, effective immediately upon the Effective Time, Dr. Gérard Ber and Mr. Heinz Mäusli were appointed to the Lantheus Holdings Board as directors. Dr. Ber was appointed as a Class I Director and Mr. Mäusli was appointed as a Class II Director.

The Lantheus Holdings Board determined that Dr. Ber and Mr. Mäusli each qualify as independent directors to the rules of the NASDAQ Stock Market.

Dr. Ber served on the board of directors of Progenics until the Effective Time. He brings over 30 years of experience in molecular nuclear medicines, specifically including product development, production and commercialization of diagnostics and therapeutic products for several indications in various diseases. Dr. Ber was also the Co-Founder and former Chief Operating Officer of Advanced Accelerator Applications S.A. until its acquisition by Novartis AG. He is also a member of the board of Y-mAbs Therapeutics, Inc.

Mr. Mäusli served on the board of directors of Progenics until the Effective Time. He brings more than 15 years of experience in the molecular nuclear medicine industry, as well as significant management and executive experience. Mr. Mäusli is the former Chief Financial Officer of Advanced Accelerator Applications S.A., previously serving on its board and also on the executive team that managed its integration into Novartis AG after helping it grow into a global leader within its field. He previously worked as a management consultant for a number of strategy projects in both Europe and the United States for Accenture and Gemini Consulting, as well as independently. He is also a member of the board of Inventiva SA.

Dr. Ber and Mr. Mäusli will each enter into a customary indemnification agreement with Lantheus Holdings and Lantheus Medical Imaging, Inc., a Delaware corporation and wholly-owned subsidiary of Lantheus Holdings. Each will receive compensation for his services on the Board in accordance with Lantheus Holdings’ non-employee director compensation practices described in Lantheus Holdings’ 2020 annual proxy statement filed with the SEC on March 12, 2020.

In connection with the new composition of the Lantheus Holdings Board and as a matter of good corporate governance, the Board determined it was in the best interest of Lantheus Holdings to (i) refresh membership of its committees, (ii) dissolve the Finance and Strategy Committee and return the delegated authority of that committee to the full Lantheus Holdings Board, and (iii) establish a science and technology committee that will be generally responsible for assisting the Lantheus Holdings Board’s oversight of research and development activities.

The refreshed membership of the committees is shown in the table below:


Lantheus Holdings, Inc. Exhibit
EX-10.1 2 d949919dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION Contingent Value Rights Agreement between Lantheus Holdings,…
To view the full exhibit click here

About LANTHEUS HOLDINGS, INC. (NASDAQ:LNTH)

Lantheus Holdings, Inc. develops, manufactures and commercializes diagnostic medical imaging agents and products that assist clinicians in the diagnosis and treatment of cardiovascular and other diseases. The Company’s portfolio of approximately 10 commercial products is spread across a range of imaging modalities. The Company’s Contrast agents are typically non-radioactive compounds that are used in diagnostic procedures, such as cardiac ultrasounds, or echocardiograms, x-ray imaging or magnetic resonance imaging (MRI), which are used by physicians to progress the clarity of the diagnostic image. Radiopharmaceuticals are radioactive pharmaceuticals used by clinicians to perform nuclear imaging procedures. The Company’s imaging agents include contrast agents and medical radiopharmaceuticals (including technetium generators), including DEFINITY, TechneLite, Xenon Xe 133 Gas (Xenon), Cardiolite and Neurolite.

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