Lantheus Holdings Announces Merger with Curium — $102.50/Share

What Happened

• Lantheus Holdings, Inc. filed an 8‑K (Aug. 4, 2026) disclosing an Agreement and Plan of Merger (dated Aug. 3, 2026) under which Curium US Holdings LLC will acquire Lantheus. At closing each outstanding Lantheus share (other than certain excluded shares) will convert into $102.50 cash plus one contractual contingent value right (CVR) that can pay up to $12.00 per share if specified commercial milestones are met. Lantheus common stock will be delisted from Nasdaq and deregistered upon closing.

Key Details

• Purchase price and CVRs: $102.50 cash per share at closing + one non‑transferable CVR per share that can pay up to $12.00 based on aggregate sales milestones for the Global Prostate Cancer Diagnostics (PYLARIFY family), Global Neurology Diagnostics (e.g., Neuraceq) and Global DEFINITY franchise (milestones measured through fiscal years up to 2030).
• Equity award treatment: outstanding unvested options generally vest pre‑closing and are then either (a) cashed out with a CVR where exercise price < $102.50, (b) converted to CVR‑only for certain underwater options, or (c) cancelled for no consideration if strike ≥ $114.50; PSUs and RSUs are converted into cash and CVRs with timing/vesting rules per the agreement.
• Employee payments and severance: Board approved a $6.0M transaction bonus pool (including $4.0M to CEO Mary Anne Heino and $0.5M to Daniel Niedzwiecki, payable after closing if employed through the Effective Time). Severance letters were amended to clarify Converted PSU awards vest on a time‑vesting basis for qualifying terminations within 12 months after closing and eligibility for any earned 2026 bonus.
• Closing conditions & protections: closing requires the company stockholder vote and customary regulatory approvals (including HSR review); no financing condition for the merger. Outside Date is May 2, 2027 (with limited extensions up to Nov. 30, 2027). Termination fees: Parent could owe $385M (or a $100M regulatory fee in certain cases); Lantheus could owe Parent $228M upon termination in specified circumstances. Parent has obtained equity and debt financing commitments.

Why It Matters

• For Lantheus shareholders this is a definitive acquisition that provides a guaranteed $102.50 per share in cash at closing plus potential upside (up to $12/share) only if defined product‑sales milestones are met — though those CVRs are non‑tradeable and payments are uncertain and contingent on future commercial performance. If the deal closes, Lantheus stock will be removed from public markets and many employee equity awards will be cashed out or converted per the merger terms. The filing also confirms management compensation and severance changes tied to the transaction. Investors should review the forthcoming proxy statement for full terms, timing and risk disclosures before making decisions.