Lantheus and Progenics Agree to Amended Transaction Terms for Merger

February 24, 2020

Willkie represented BofA Securities as financial advisor to Progenics in the transaction.

On February 20, Lantheus Holdings, Inc. (Nasdaq: LNTH) and Progenics Pharmaceuticals, Inc. (Nasdaq: PGNX) announced an Amended and Restated Agreement and Plan of Merger, whereby Progenics shareholders will receive, for each share of Progenics common stock held at the time of the closing of the merger, 0.31 of a share of Lantheus common stock (increased from 0.2502 under the original agreement), together with a non-tradeable contingent value right. The contingent value right is payable in two separate cash payments if PyLTM (18F-DCFPyL), Progenics’ prostate-specific membrane antigen targeted imaging agent designed to visualize prostate cancer currently in late stage clinical development, exceeds certain net sales thresholds in 2022 and in 2023.

Willkie represented BofA Securities as financial advisor to Progenics in the transaction.

As a result of the increase in the exchange ratio, Progenics stockholders would own approximately 40% of the combined new company from approximately 35% under the terms set forth in the original agreement.

Progenics is an oncology company focused on the development and commercialization of innovative targeted medicines and artificial intelligence to find, fight and follow cancer. Based in North Billerica, Massachusetts, 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.

The Willkie team was led by partners Steven Seidman and Laura Delanoy and associate Dan Alster.