Lantheus Holdings, Inc. (NasdaqGM:LNTH) ('Lantheus') entered into a definitive agreement to acquire Progenics Pharmaceuticals, Inc. (NasdaqGS:PGNX) ('Progenics') from Velan Capital, L.P., Virinder Nohria, LTE Partners, LLC, Terence Cooke, Gérard Ber and others for approximately $520 million on October 1, 2019. Under the terms of the agreement, the shareholders of Progenics will receive 0.2502 shares of Lantheus common stock for each share of Progenics. In addition, upon the closing of the Merger, all Progenics stock options, whether vested or unvested, will be assumed by Lantheus Holdings and converted into options to purchase Lantheus Holdings shares of common stock. Upon completion of the acquisition, which is intended to be tax-free to Progenics' stockholders for U.S. federal income tax purposes, Lantheus stockholders will own approximately 65% of the combined company and Progenics stockholders will own approximately 35%. As of February 20, 2020, Lantheus and Progenics agreed to amended transaction terms pursuant to which, Lantheus will acquire all of the issued and outstanding shares of Progenics common stock at a fixed exchange ratio whereby Progenics stockholders will receive, for each share of Progenics stock held at the time of the closing of the merger, 0.31 of a share of Lantheus common stock, together with a non-tradeable contingent value right. The CVR 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 (“PyL”), exceeds net sales thresholds of $100 million in 2022 and $150 million in 2023. As a result of the increase in the exchange ratio, Lantheus agreed to acquire Progenics from Velan Capital, L.P., Virinder Nohria, LTE Partners, LLC, Terence Cooke, Gérard Ber and others for approximately $440 million. As a result of the increase in the exchange ratio, following the completion of the merger, former Progenics stockholders' aggregate ownership stake will increase to approximately 40% of the combined company from approximately 35% under the terms set forth in the original agreement. Lantheus has also agreed to make available to Progenics up to $10 million of bridge financing on terms mutually agreed upon by the parties. Progenics will operate as a wholly owned subsidiary of Lantheus. Either Progenics or Lantheus may terminate the agreement in certain circumstances, including if the merger is not completed by July 1, 2020 and others. In event of termination, Progenics and Lantheus will each pay a termination fee of $18.34 million.

The Board of Lantheus will appoint one member who is a member of the Board of Progenics as of the date of the merger agreement, mutually agreed to by Progenics and Lantheus Holdings, acting in good faith, and reasonably approved by the Nominating and Corporate Governance Committee of the Lantheus Board. The combined company will be led by Mary Anne Heino, currently Lantheus Chief Executive Officer, as Chief Executive Officer and will be supported by Robert J. Marshall Jr. as Chief Financial Officer and John Bolla as Chief Operations Officer. Following the closing, Bradley Campbell, currently a member of Progenics' Board of Directors, will be added as a member of the Board of Directors of Lantheus Holdings. Gérard Ber and Heinz Mäusli, two members of reconstituted seven- member Progenics' Board, will serve on the Board of Directors of the combined company. Lantheus will reduce its current ten member Board to nine members at its 2020 stockholders meeting, or sooner if this transaction closes before then. Lantheus will further reduce its Board to eight members at its 2021 stockholders meeting. The combined company will continue to be headquartered in North Billerica, Massachusetts and will trade on the NASDAQ under the ticker symbol “LNTH”.

The transaction is subject to approval by majority of Lantheus and Progenics stockholders, regulatory approvals, effectiveness of the Form S-4, approval for listing on the Nasdaq Global Market of Lantheus common stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Act and other customary closing conditions. The transaction has been unanimously approved and recommended by the Boards of Directors of Progenics and Lantheus. As of October 22, 2019, Velan Capital has sent a letter to fellow Progenics stockholders outlining that current Progenics board cannot be trusted to represent the best interests of stockholders and urges stockholders to consent to the replacement of three of the Company's decade-plus tenured directors with Velan's five highly-qualified, fully-independent nominees. As of October 25, 2019, Federal Trade Commission granted early termination notice. Boards of Directors of both the companies have unanimously approved the amended agreement. On April 14, 2020. Lantheus has entered into a support agreement with Velan Capital in connection with the merger. As of March 19, 2020, Lantheus Holdings will held a special meeting of shareholders on April 28, 2020 to approve the transaction. On April 2, 2020, the respective special meetings of stockholders of Lantheus and Progenics has been re-scheduled from April 28, 2020 to June 16, 2020, allowing both companies the time necessary to respond to the COVID-19 pandemic. The transaction is expected to close in the first quarter of 2020. As of February 20, 2020, the transaction is expected to close early in the second quarter of 2020. As of April 2, 2020, the transaction is expected to close in the second quarter of 2020. The transaction is currently expected to close in June 2020. The transaction is expected to be earnings per share accretive in years 2022 and 2023 respectively.

James Boylan, Mike Drendel, Dan Lepanto and Byron Webster of SVB Leerink LLC acted as financial advisors and fairness opinion providers and Bryan J. Luchs, Suni Sreepada, Morton A. Pierce, Michael Duffy, Daniel Niedzwiecki, Michelle B. Rutta and Eric Green of White & Case LLP acted as legal advisors to Lantheus. Tobias L. Knapp and Noah Kornblith of O'Melveny & Myers LLP and Vinson & Elkins LLP acted as legal advisors and Dustin Tyner of Jefferies LLC acted as financial advisor and fairness opinion provider to Progenics. Warren de Wied of Fried Frank acted as counsel to SVB Leerink as financial advisor to Lantheus Holdings, Inc. Okapi Partners LLC acted as the proxy solicitor to Velan Capital. Innisfree M&A Inc. acted as the information agent to Lantheus and will receive a fee of $25,000 for its services. MacKenzie Partners, Inc. acted as the information agent to Progenics and will receive a fee of $125,000 for its services. Lantheus Holdings has agreed to pay SVB Leerink an aggregate fee of $5 million, $1.625 million of which was paid upon the rendering by SVB Leerink of its opinion and the remainder of which is payable contingent upon consummation of the transaction. Progenics has agreed to pay Jefferies for its financial advisory services in connection with the merger an aggregate fee of approximately $9.2 million, of which $1.5 million was payable upon delivery of Jefferies' opinion to the Progenics Board, a portion of the fees received by Jefferies in connection with the stockholder activism matters of $0.75 million will be credited, and the balance is payable contingent upon completion of the merger. As of January 21, 2020, the Board of Directors of Progenics has engaged new, independent financial and legal advisors to assist with its evaluation of the proposed merger. BofA Securities, Inc. acted as financial advisor and provided fairness opinion, Covington & Burling LLP and Reb D. Wheeler of Mayer Brown LLP acted as independent legal advisors to Progenics Pharmaceuticals. Steven Seidman and Laura Delanoy of Willkie Farr & Gallagher LLP acted as legal advisor to BofA Securities, Inc.

Lantheus Holdings, Inc. (NasdaqGM:LNTH) completed the acquisition of Progenics Pharmaceuticals, Inc. (NasdaqGS:PGNX) from Velan Capital, L.P., Virinder Nohria, LTE Partners, LLC, Terence Cooke, Gérard Ber and others on June 19, 2020.