Lantheus Holdings: files supplemental proxy disclosures related to merger

What happened

• Lantheus Holdings reported that it entered into an Agreement and Plan of Merger with Curium US Holdings LLC and Coco Merger Sub Inc. on Aug 3, 2026 and filed a definitive proxy statement with the SEC on Sep 8, 2026 for a special meeting of stockholders to be held on Oct 14, 2026 to consider the merger.
• The company said three complaints were filed after the proxy filing: Hamilton v. Lantheus Holdings, Inc., et al., Index No. 655291/2026, and McDaniels v. Lantheus Holdings, Inc., et al., Index No. 655281/2026, both filed Sep 16, 2026 in the Supreme Court of the State of New York, County of New York; and Garfield v. Lantheus Holdings, Inc., et al., Civil Docket No. 2681CV02581, filed Sep 25, 2026 in the Superior Court of the Commonwealth of Massachusetts, Middlesex County.
• To address the complaints and certain demand letters, the company provided supplemental disclosures to the Definitive Proxy Statement and stated it denies the Proxy Statement is deficient and denies liability or wrongdoing.

Key details

• As of Sep 30, 2026 the company had received 16 demand letters related to the proxy statement.
• The supplemental disclosures update Morgan Stanley’s analyses, including a discounted cash flow implied value per share range of $88.10 to $118.60 and a publicly traded companies implied value per share range of $63.85 to $84.20, using a fully diluted share count of 68.2 million shares.
• The company disclosed key balance sheet items used in Morgan Stanley’s analyses: convertible debt of $575,000,000, cash and cash equivalents of $593,000,000, net operating losses net present value of $29,000,000, contingent consideration of $73,000,000 and equity investments of $39,000,000.
• Morgan Stanley disclosed fees received of between $5,000,000 and $10,000,000 from the company in the two years prior to its opinion, fees of between $5,000,000 and $10,000,000 from certain affiliates of CapVest, and that it held an aggregate interest of between 2% and 3% in company common stock as of Aug 3, 2026.

Why it may matter

• Item 8.01 (other events) was reported: the company filed supplemental disclosures to its definitive proxy statement in connection with the proposed merger and related litigation, and described the additions and changes to Morgan Stanley’s financial analyses and certain transactional disclosures.
• This filing does not show why the insider traded or why the company acted.