Lantheus completes Evergreen Theragnostics acquisition, paying about $275 million in cash

Lantheus Holdings, Inc. (Nasdaq: LNTH) said in a Form 8-K filed April 1, 2025 that it completed its acquisition of Evergreen Theragnostics, Inc., a clinical-stage radiopharmaceutical company. The buyer was Lantheus Medical Imaging, Inc., a wholly owned subsidiary of Lantheus. Lantheus Medical paid approximately $275 million in cash at closing, subject to customary adjustments. The filing says the payment covers a $250 million upfront cash payment and a $25 million milestone achieved after the merger agreement date and before closing.

Additional milestone payments of up to $727.5 million in cash remain potentially payable. They depend on milestone trigger events and the other terms of the agreement, and they are subject to certain adjustments.

How the deal was structured

The merger agreement is dated January 27, 2025. Project Hazel Merger Sub, Inc., a wholly owned subsidiary of Lantheus Medical, merged into Evergreen, which survived as a wholly owned subsidiary of Lantheus Medical. All issued Evergreen common stock, all outstanding and unexercised options and all unsettled restricted stock units were canceled in exchange for the merger consideration.

The parties include Shareholder Representative Services LLC, a Colorado limited liability company, which acts for Evergreen's securityholders as representative, agent and attorney-in-fact. Lantheus is a party only for the purposes of Section 11.2 of the agreement.

Both boards approved the deal, but not every director took part. Dr. Gerard Bér, who sits on both boards, and Heinz Mäusli, a Lantheus director who is also an advisor to Evergreen, were recused from board discussions at both companies.

What Lantheus gets

In a press release furnished as Exhibit 99.1, Lantheus said the deal gives it OCTEVY, which it calls a registrational-stage PET diagnostic imaging agent targeting neuroendocrine tumors. The company says OCTEVY complements its therapeutic candidate PNT2003. Lantheus also acquires a portfolio of clinical and pre-clinical theranostic pairs, and Evergreen's radioligand therapy manufacturing infrastructure, including a revenue-generating contract development and manufacturing business.

The acquisition was first announced on January 28, 2025. Evergreen is headquartered in Springfield, New Jersey, in a GMP radiopharmaceutical facility, and was founded in 2019. Lantheus Chief Executive Officer Brian Markison said the acquisition enhances the company's capabilities "from development to manufacturing to commercialization."

What the filings leave out

The 8-K and the release give no figures for Evergreen's revenue, losses or cash. The CDMO business is described as revenue-generating, but its size is not stated. The release calls OCTEVY registrational-stage, yet neither document reports trial results for it, or says when a filing might follow.

Nor do the filings say how the $727.5 million in possible milestones is split among the trigger events. They also do not say when any of the milestones might be paid.

Lantheus's own finances

The company's annual report on Form 10-K, reports revenues of $1,533,910 thousand for 2024, up from $1,296,429 thousand for 2023, and operating income of $456,979 thousand. Net income was $312,442 thousand for 2024, down from $326,661 thousand for 2023. Research and development expense was $168,098 thousand in 2024 against $77,707 thousand in 2023, and interest expense was $19,669 thousand. The company also recorded a net unrealized loss of $43,564 thousand on investments in equity securities. The annual report's forward-looking statements flag unforeseen integration expenses as a risk.

The same forward-looking statements name Life Molecular Imaging Ltd. and Evergreen as potential acquisitions, with regulatory approvals and integration as open risks.

Who signed

Daniel Niedzwiecki, Chief Administrative Officer and General Counsel, signed the 8-K for Lantheus.

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