and either party terminates the Agreement in accordance with its terms, the Purchaser would be required to pay the Seller a fee of $20 million. If all conditions other than the obtainment of certain required third-party consents have been satisfied by December 31, 2025 and either party terminates the Agreement in accordance with its terms, the Seller would be required to pay the Purchaser a fee of $20 million.
There can be no assurance that the Transaction will occur subject to the terms described herein, or at all. Even if the parties consummate the Transaction, the Company may not be able to achieve the expected benefits of the Transaction including, but not limited to, the increase in and diversification of its revenue and operating earnings from sales of Neuraceq, the commercialization of other products acquired from Life Molecular, if approved, expansion of research and development capabilities and integration of Life Molecular’s commercial infrastructure.
The Transaction is anticipated to be completed in the second half of 2025.
The foregoing description of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024.
| Item 7.01 | Regulation FD Disclosure. |
On January 13, 2025, the Company issued a press release announcing the signing of the Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.
A copy of the Company’s investor presentation relating to the Transaction is furnished as Exhibit 99.2 hereto.
The information in this item and Exhibits 99.1 and 99.2 are not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall this item, Exhibit 99.1 or Exhibit 99.2 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such future filing.
Safe Harbor for Forward-Looking and Cautionary 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 transaction; the ability of the parties to complete the Transaction considering the various closing conditions; the expected benefits of the transaction, 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 Company following the Transaction; and any assumptions underlying any of the foregoing, are forward-looking statements. Important factors that could cause actual results to differ materially from Lantheus’ plans, estimates or expectations could include, but are not limited to: (i) Life Healthcare Group Holdings may be unable to obtain shareholder approval as required for the Transaction; (ii) conditions to the closing of the Transaction may not be satisfied; (iii) the Transaction may involve unexpected costs, liabilities or delays; (iv) the effect of the announcement of the Transaction on the ability of Lantheus or Life Healthcare Group to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Lantheus or Life Healthcare Group does business, or on Lantheus’ or Life Molecular’s operating results and business generally; (v) Lantheus’ or Life Molecular’s respective businesses may suffer as a result of uncertainty surrounding the Transaction and disruption of management’s attention due to the Transaction; (vi) the outcome of any
