Lantheus merger with Curium subsidiary confirmed at up to $114.50 per share

Lantheus Holdings disclosed in an 8-K dated August 1, 2026 that on August 3, 2026 it signed an Agreement and Plan of Merger with Curium US Holdings LLC, acting as Parent, and its merger subsidiary, Coco Merger Sub Inc. Under the agreement, Merger Sub will merge with and into Lantheus, with Lantheus surviving the merger as a wholly owned subsidiary of Parent.¹

Shareholders will receive $102.50 per share in cash, without interest, plus one contractual contingent value right representing the right to receive up to $12.00 in cash upon the achievement of certain specified commercial milestones.¹

Those CVR milestones cover three franchises. For Global Neurology Diagnostics, the threshold is more than $300 million in aggregate adjusted sales for a $2.00 per share payment, or more than $350 million for a $1.00 per share payment, measured against any of the three fiscal years ending December 31, 2028, 2029, or 2030.¹ The Prostate Cancer Diagnostics and Global DEFINITY milestones are instead measured against the fiscal year ending December 31, 2030.¹

The company disclosed related executive compensation moves. The board approved a $6.0 million transaction bonus pool for certain employees of the company, including certain executive officers, with $4.0 million allocated to Mary Anne Heino and $500,000 allocated to Daniel M. Niedzwiecki.¹ Niedzwiecki, who signed the filing, is identified as Chief Administrative Officer and General Counsel.¹

Termination fee provisions specify that Parent would be required to pay the Company a termination fee of $385 million or a regulatory termination fee of $100 million, as the case may be, and the Company would be required to pay Parent a termination fee of $228 million.¹

The deal must still clear a stockholder vote and antitrust review. The merger must close before 11:59 p.m. Eastern Time on May 2, 2027, subject to extension for a government shutdown affecting HSR filings and one additional three-month extension if closing conditions other than antitrust and FDI approvals are met, though the outside date cannot extend beyond November 30, 2027.¹