aibioLantheus discloses three stockholder suits over its Curium merger and 16 demand letters
Tickers LNTH
Defendants: Lantheus Holdings and unnamed Board members, per the 8-K. Two New York and one Massachusetts complaint allege proxy omissions; the company says they lack merit.
Key facts
- Company
- Lantheus Holdings, Inc. (NASDAQ: LNTH)
- News type
- Legal
- Primary source
- Lantheus Holdings 8-K, Oct 2, 2026 (SEC EDGAR)
Lantheus Holdings, Inc. (Nasdaq: LNTH) said in an 8-K filed October 2 that three stockholder complaints have been filed against the company and certain members of its board over its merger with Curium US Holdings LLC. The defendants are Lantheus Holdings, Inc. and "certain members of the Board." The 8-K does not name the directors or any other defendant.
The merger agreement was signed August 3, 2026. Under it, a Curium subsidiary will merge into Lantheus, which will survive as a wholly owned subsidiary of Curium.
The complaints
Two complaints were filed September 16, 2026 in the Supreme Court of the State of New York, County of New York: Hamilton v. Lantheus Holdings, Inc., et al., Index No. 655291/2026, and McDaniels v. Lantheus Holdings, Inc., et al., Index No. 655281/2026. A third, Garfield v. Lantheus Holdings, Inc., et al., Civil Docket No. 2681CV02581, was filed September 25, 2026 in the Superior Court of the Commonwealth of Massachusetts, Middlesex County.
The 8-K says the complaints allege that the proxy statement omits or misrepresents information about the company's financial projections, the financial analyses Morgan Stanley performed for its fairness opinion, and potential conflicts involving insiders, including post-closing employment or retention. The complaints assert state common law claims and seek to block the merger until more information is disclosed. These are allegations. The company denies that the proxy statement is deficient in any respect.
As of September 30, Lantheus had received sixteen demand letters from purported stockholders, two of which attached a draft complaint. The letters seek disclosure of information they say was omitted. More demands or suits may follow, the 8-K says, and the company will not necessarily announce them.
Supplemental disclosures
To avoid the costs of the litigation, Lantheus added supplemental disclosures to its proxy, made "Solely to avoid the costs, burden, nuisance and uncertainties inherent in litigation," and without admitting any liability. The company says the supplements are neither material nor required.
The supplements restate Morgan Stanley's discounted cash flow analysis. It used discount rates from 8.8% to 10.7% and a perpetual growth rate of (5.0%) for the Pylarify family of products, against 4.0% to 4.5% for the rest of the portfolio. That produced an implied value of $88.10 to $118.60 per share. A second analysis, based on trading multiples, selected a reference range of 7.9x to 10.5x estimated fiscal 2026 adjusted EBITDA. The net debt inputs as of June 30, 2026 were convertible debt of $575 million, cash and cash equivalents of $593 million, contingent consideration of $73 million and equity investments of $39 million. The fully diluted share count was 68.2 million, from 65.3 million shares outstanding on July 30, 2026.
The 8-K does not state the per-share merger price. It says Morgan Stanley compared each range to the "consideration NPV." The trading-multiples analysis implied $63.85 to $84.20 per share, and analyst price targets ran from $98.00 to $129.00. Morgan Stanley disclosed fees of between $5,000,000 and $10,000,000 from Lantheus over the prior two years, the same band from affiliates of CapVest, and a 2% to 3% interest in Lantheus stock.
Vote, review and money
On October 14, stockholders approved the merger with 55,457,863 votes for, 1,563,807 against and 162,833 abstentions. The advisory vote on compensation tied to the deal passed with 49,098,355 for, 237,009 abstentions and 7,849,138 against, the largest opposition of the three proposals.
On October 21, Lantheus and Curium each received a Second Request from the Federal Trade Commission. The 8-K says the request extends the Hart-Scott-Rodino waiting period until 30 days after each party has substantially complied, unless the FTC ends it sooner. The companies still expect to close in the first half of 2027. The 8-K also cites uncertainty over whether the milestones tied to the contingent value rights will be achieved.
Lantheus reported net income of $233.6 million for 2025, down from $312.4 million in 2024. Cash provided by operations fell to $390.1 million from $544.8 million. Cash and cash equivalents were $593.3 million at June 30, 2026. The 10-K names PYLARIFY, DEFINITY and Neuraceq as its established commercial products. The supplement applies its negative growth rate to the Pylarify family.