| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 27, 2025, Lantheus Medical Imaging, Inc., a Delaware corporation (“Lantheus Medical”) and wholly-owned subsidiary of Lantheus Holdings, Inc., a Delaware corporation (“Lantheus” or the “Company”), and Project Hazel Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Lantheus Medical (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Evergreen Theragnostics, Inc., a Delaware corporation (“Evergreen”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Indemnitors (the “Securityholders’ Representative”) and Lantheus, solely for the purposes of Section 11.2 of the Merger Agreement, pursuant to which Lantheus Medical will acquire Evergreen by means of a statutory merger of Merger Sub with and into Evergreen, with Evergreen surviving as a wholly-owned subsidiary of Lantheus Medical (the “Merger”). Evergreen is a clinical-stage radiopharmaceutical company engaged in Contract Development and Manufacturing (CDMO) services as well as drug discovery and commercialization of proprietary products.
Pursuant to the Merger Agreement, Lantheus Medical will pay (i) an upfront amount of $250 million, payable in cash at closing and subject to customary adjustments as set forth in the Merger Agreement and (ii) milestone payments in an aggregate additional cash amount of up to $752.5 million upon the occurrence of certain Milestone Trigger Events (as set forth in the Merger Agreement) (clauses (i) and (ii), the “Merger Consideration”).
Under the terms of the Merger Agreement, all issued and outstanding Evergreen common stock (other than cancelled shares and dissenting shares), all outstanding and unexercised, whether vested or unvested, Evergreen options and all Evergreen restricted stock units, whether vested or unvested, that are outstanding and unsettled immediately prior to the closing of the Merger shall be canceled in exchange for the Merger Consideration as set forth in the Merger Agreement.
For a specified period following the closing of the Merger, subject to certain specified exceptions, Lantheus Medical has agreed to use commercially reasonable efforts to (i) seek regulatory approval for and commercialize OCTEVYTM in the United States and (ii) develop and commercialize certain other product candidates of Evergreen that are the subject of the milestone obligations.
The Merger Agreement contains customary representations, warranties, covenants and obligations of each of the parties to the Merger Agreement. The Merger Agreement also contains customary indemnification provisions whereby the Evergreen securityholders will indemnify Lantheus Medical for certain damages arising out of inaccuracies in, or breaches of, the representations and warranties by Evergreen, breaches of any covenant or obligation by Evergreen or the Securityholder’s Representative, certain pre-closing taxes of Evergreen, and certain other matters, subject to certain caps and other limitations. To support such indemnification obligations, Lantheus Medical will have recourse to escrowed cash and, in certain cases, directly against the Evergreen securityholders. The stockholders of Evergreen have approved the Merger Agreement and the transactions contemplated thereby in accordance with applicable law and Evergreen’s organizational documents.
The Merger is subject to customary closing conditions, including certain regulatory approvals or clearances, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the transfer of certain regulatory licenses and permits. There are also customary closing deliverables required in respect of the Merger.
The Merger Agreement provides for certain termination rights for both Evergreen and Lantheus Medical, including a right to terminate the Agreement if the closing conditions have not been satisfied or waived on or prior to July 27, 2025, subject to two, three-month automatic extensions in certain circumstances relating to a failure to obtain required regulatory approvals or clearances. The Merger Agreement also provides that Lantheus Medical will be required to pay a reverse termination fee equal to $10 million in cash to Evergreen in certain circumstances relating to the failure to obtain certain required regulatory approvals or clearances. Lantheus Medical has also agreed to provide up to $18 million in unsecured loans to Evergreen on the terms set forth in the Merger Agreement.
The Merger is expected to close in the second half of 2025, subject to the satisfaction of customary closing conditions. The Merger Agreement has been approved by the Boards of Directors of both companies (other than by Dr. Gerard Bér, who is a director of both Lantheus and Evergreen, and by Heinz Mäusli, who is a director of Lantheus and an advisor of Evergreen, both of whom were recused from Board discussions at both companies).
