Lantheus Holdings, Inc. (NASDAQ: LNTH) (“Lantheus”), parent
company of Lantheus Medical Imaging, Inc. (“LMI”), a leader in the
development, manufacture and commercialization of innovative
diagnostic imaging agents and products, and Progenics
Pharmaceuticals, Inc. (NASDAQ: PGNX) (“Progenics”), an oncology
company developing innovative medicines and artificial intelligence
to find, fight and follow cancer, today announced that Lantheus has
entered into a Support Agreement (the “Support Agreement”) with
Velan Capital (“Velan”) in connection with the proposed merger of
Lantheus and Progenics.
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Velan is a stockholder of both Progenics and Lantheus and the
Support Agreement provides that Velan will vote all of its
Progenics stock and Lantheus stock in
favor of
the proposed merger of Lantheus and Progenics on the terms set
forth in the Amended and Restated Agreement and Plan of Merger,
dated as of February 20, 2020 (the “Amended Merger Agreement”).
Velan has also agreed to abide by certain customary standstill
provisions during the term of the Support Agreement.
In 2019, Velan led a successful consent solicitation campaign
that resulted in the resignation of Progenics Chief Executive
Officer Mark Baker and the seating of five new independent
directors on the reconstituted seven-member Progenics Board of
Directors. Progenics’ reconstituted Board evaluated both companies,
the original transaction terms, and Progenics’ prospects as an
independent company, and then negotiated, approved and is
recommending that Progenics stockholders adopt the Amended Merger
Agreement. Two of those five new independent directors, Dr. Gérard
Ber and Mr. Heinz Mäusli, will serve on the Board of Directors of
the combined company upon the closing of the proposed merger.
“We are very pleased that Velan has agreed to support the
Progenics merger and our combined company over the next year,” said
Mary Anne Heino, President and Chief Executive Officer of Lantheus.
“As an experienced life sciences investor, Velan sees the potential
of our combined company to create a platform that leverages
Lantheus’ long-standing expertise in complex manufacturing, supply
chain and commercial excellence, with Progenics’ three leading FDA
approved products, clinical pipeline and development
capabilities.”
“We have spent time with Mary Anne and the broader Lantheus team
and are pleased with their receptivity to stockholder perspectives,
operational excellence, financial prudence, and growth
orientation,” said Bala Venkataraman of Velan. “We trusted the
reconstituted Progenics Board to evaluate the combination with
Lantheus. The Progenics Board has spoken, and we applaud its
ability to evaluate alternatives and ultimately secure a fair
transaction that maximizes long-term value for all stockholders. In
particular, we are pleased that the revised deal consideration and
improved pro forma governance terms are more closely aligned with
the value that Progenics brings to Lantheus. We believe that
current market prices do not properly recognize the promising
future of the combined company, which involves unique assets,
significant synergy benefits, and enhanced leadership. We have
spoken with fellow stockholders, both of Progenics and Lantheus,
and are pleased to see alignment on the value of the combined
company under the revised transaction. We believe this combination
is in the best interests of both Lantheus' and Progenics'
stockholders, as well as patients and physicians. We see
significant upside potential from this combination over the long
term.”
Ann MacDougall, Interim Chairman of the Progenics Board said,
“We appreciate the constructive spirit in which Lantheus conducted
the negotiations of the Amended Merger Agreement as well as Velan’s
support for our efforts and for the transaction.”
As previously announced, Progenics and Lantheus have scheduled
their respective special meetings of stockholders to vote on
matters related to the proposed merger to be held on June 16, 2020.
Further details about the time, location and record date for the
special meetings will be announced when finalized. The proposed
merger is expected to close in the second quarter of 2020, subject
to approval by Lantheus and Progenics stockholders and satisfaction
of other customary closing conditions.
About Lantheus Holdings, Inc. and Lantheus Medical Imaging,
Inc.
Lantheus Holdings, Inc. is the parent company of LMI, a global
leader in the development, manufacture and commercialization of
innovative diagnostic imaging agents and products. LMI provides a
broad portfolio of products, including the echocardiography
contrast agent DEFINITY® Vial for (Perflutren Lipid Microsphere)
Injectable Suspension and TechneLite® (Technetium Tc99m Generator),
a technetium-based generator that provides the essential medical
isotope used in nuclear medicine procedures. The Company is
headquartered in North Billerica, Massachusetts with offices in
Puerto Rico and Canada. For more information, visit
www.lantheus.com.
About Progenics
Progenics is an oncology company focused on the development and
commercialization of innovative targeted medicines and artificial
intelligence to find, fight and follow cancer, including:
therapeutic agents designed to treat cancer (AZEDRA®, 1095, and
PSMA TTC); prostate-specific membrane antigen (“PSMA”) targeted
imaging agents for prostate cancer (PyL™ and 1404); and imaging
analysis technology (aBSI and PSMA AI). Progenics has three
commercial products, AZEDRA, for the treatment of patients with
unresectable, locally advanced or metastatic pheochromocytoma or
paraganglioma (rare neuroendocrine tumors of neural crest origin)
who require systemic anticancer therapy; and oral and subcutaneous
formulations of RELISTOR® (methylnaltrexone bromide) for the
treatment of opioid-induced constipation, which are partnered with
Bausch Health Companies Inc.
About Velan
Velan is a private investment firm focused on undervalued public
companies, primarily in the healthcare sector. Velan's team strives
to cultivate attractive outcomes by working with executives and
board directors to support prudent growth and build successful
businesses over the long term.
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 Lantheus and
Progenics that also constitutes a preliminary prospectus of
Lantheus. The registration statement was declared effective by the
SEC on March 18, 2020, and Lantheus and Progenics commenced mailing
the joint proxy statement/prospectus to stockholders of Lantheus
and Progenics on or about March 19, 2020. INVESTORS AND SECURITY
HOLDERS OF LANTHEUS AND PROGENICS ARE STRONGLY ENCOURAGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS 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 and the joint proxy statement/prospectus
and other documents filed with the SEC by Lantheus or Progenics
through the website maintained by the SEC at
https://www.sec.gov.
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 ir@lantheus.com or by phone at
(978) 671-8001. 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
mdowns@progenics.com or by phone at (646) 975-2533.
Certain Information Regarding Participants
Lantheus, Progenics, 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 Lantheus 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
February 25, 2020, and its definitive proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC on
March 12, 2020. Other information regarding the participants of
Lantheus in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed
transaction when they become available.
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, will be
contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed
transaction when they become available. You may obtain these
documents (when they become available) free of charge through the
website maintained by the SEC at https://www.sec.gov and from
Investor Relations at Lantheus or Progenics as described above.
Cautionary Statement Regarding Forward-Looking
Statements
This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks and uncertainties and are made pursuant
to the safe harbor provisions of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Such statements are based upon current plans,
estimates and expectations that are subject to various risks and
uncertainties. The inclusion of forward-looking statements should
not be regarded as a representation that such plans, estimates and
expectations will be achieved. Words such as “anticipate,”
“expect,” “project,” “intend,” “believe,” “may,” “will,” “should,”
“plan,” “could,” “target,” “contemplate,” “estimate,” “predict,”
“potential,” “opportunity,” “creates” and words and terms of
similar substance used in connection with any discussion of future
plans, actions or events identify forward-looking statements. All
statements, other than historical facts, including the expected
timing of the closing of the merger; the ability of the parties to
complete the merger considering the various closing conditions; the
expected benefits of the merger, such as efficiencies, cost
savings, synergies, revenue growth, creating shareholder value,
growth potential, market profile, enhanced competitive position,
and financial strength and flexibility; the competitive ability and
position of the combined company; and any assumptions underlying
any of the foregoing, are forward-looking statements. Important
factors that could cause actual results to differ materially from
Lantheus’ and Progenics’ plans, estimates or expectations could
include, but are not limited to: (i) Lantheus or Progenics may be
unable to obtain stockholder approval as required for the merger;
(ii) conditions to the closing of the merger may not be satisfied;
(iii) the merger may involve unexpected costs, liabilities or
delays; (iv) the effect of the announcement of the merger on the
ability of Lantheus or Progenics to retain and hire key personnel
and maintain relationships with customers, suppliers and others
with whom Lantheus or Progenics does business, or on Lantheus’ or
Progenics’ operating results and business generally; (v) Lantheus’
or Progenics’ respective businesses may suffer as a result of
uncertainty surrounding the merger and disruption of management’s
attention due to the merger; (vi) the outcome of any legal
proceedings related to the merger; (vii) Lantheus or Progenics may
be adversely affected by other economic, business, and/or
competitive factors, including the ongoing COVID-19 pandemic;
(viii) the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement;
(ix) risks that the merger disrupts current plans and operations
and the potential difficulties in employee retention as a result of
the merger; (x) the risk that Lantheus or Progenics may be unable
to obtain governmental and regulatory approvals required for the
transaction, or that required governmental and regulatory approvals
may delay the transaction or result in the imposition of conditions
that could reduce the anticipated benefits from the proposed
transaction or cause the parties to abandon the proposed
transaction; (xi) risks that the anticipated benefits of the merger
or other commercial opportunities may otherwise not be fully
realized or may take longer to realize than expected; (xii) the
impact of legislative, regulatory, competitive and technological
changes; (xiii) expectations for future clinical trials, the timing
and potential outcomes of clinical studies and interactions with
regulatory authorities; and (xiv) other risks to the consummation
of the merger, including the risk that the merger will not be
consummated within the expected time period or at all. Additional
factors that may affect the future results of Lantheus and
Progenics are set forth in their respective filings with the SEC,
including each of Lantheus’ and Progenics’ most recently filed
Annual Report on Form 10-K, subsequent Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other filings with the SEC,
which are available on the SEC’s website at www.sec.gov. Readers
are urged to consider these factors carefully in evaluating these
forward-looking statements, and not to place undue reliance on any
forward-looking statements. Readers should also carefully review
the risk factors described in other documents that Lantheus and
Progenics file from time to time with the SEC. The forward-looking
statements in this document speak only as of the date of these
materials. Except as required by law, Lantheus and Progenics assume
no obligation to update or revise these forward-looking statements
for any reason, even if new information becomes available in the
future.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200414005506/en/
Lantheus Investor Contact: Mark Kinarney 978-671-8001
ir@lantheus.com
Progenics Investor Contact: Melissa Downs 646-975-2533
mdowns@progenics.com
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