New York – January 9, 2024 – Cooley advised Lantheus Holdings (LNTH on Nasdaq) on its strategic transactions with Perspective Therapeutics (CATX on NYSE American), which consists of an agreement to purchase up to a 19.99% stake in Perspective through a private investment in public equity (PIPE) transaction, Perspective’s grant to Lantheus of options to exclusively license and/or co-develop certain of Perspective’s therapeutic candidates, and Perspective’s agreement to acquire a manufacturing facility and related assets from Lantheus. Lawyers Div Gupta, Geoffrey Spolyar, Bill Roegge, Ritu Gupta, Zachary Sonenshine and Valerie Sapozhnikova led the Cooley team advising Lantheus.
Lantheus is a top publicly traded radiopharmaceutical-focused company, delivering life-changing science to enable clinicians to find, fight and follow disease to deliver better patient outcomes. The strategic transactions are expected to expand Lantheus’ radiopharmaceutical oncology pipeline.
Under the transaction agreements, Lantheus obtains an option to exclusively license Perspective’s Pb212-VMT-⍺-NET – a clinical-stage alpha therapy developed for the treatment of neuroendocrine tumors – and an option to co-develop certain early-stage therapeutic candidates targeting prostate cancer using Perspective’s innovative lead platform technology, for an aggregate upfront payment of $28 million in cash. In addition, Lantheus has agreed to purchase up to 19.9% of Perspective’s outstanding shares of common stock in a private placement transaction for up to approximately $33 million, while Perspective has agreed to acquire the assets and associated lease of Lantheus’ radiopharmaceutical manufacturing facility in Somerset, New Jersey, for an undisclosed price. The closing of Lantheus’ equity investment in Perspective is subject to the closing of Perspective’s next qualifying third-party equity financing totaling at least $50 million (excluding Lantheus’ equity investment) and other customary closing conditions, and it will be consummated substantially concurrently with the closing of Perspective’s next third-party equity financing.
The closing of Perspective’s acquisition of the Somerset manufacturing facility and related assets is subject to customary closing conditions, including regulatory approval. The options took effect immediately following execution of the related definitive agreements. Under the terms of the option agreement, Lantheus has a right of first offer and last look protections for any third-party M&A transactions involving Perspective for a 12-month period.
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