Curium's $102.50 Lantheus Bid Faces Scrutiny as Law Firm Probes Deal

Curium's $102.50-a-share cash bid for Lantheus, plus contingent value rights worth up to $12, values the radiopharmaceutical maker at about $7.45 billion and has drawn an investor-rights probe over deal fairness.

Curium US Holdings' $102.50-a-share cash offer for Lantheus, plus CVRs worth up to $12.00, values the radiopharmaceutical maker at about $7.45 billion and has drawn an investor-rights probe over deal fairness.

"The investigation concerns whether Lantheus and its board of directors violated the federal securities laws and/or breached their fiduciary duties by failing to obtain the best possible price for Lantheus shareholders," Halper Sadeh LLC, the New York law firm that opened the probe on Aug. 29, said in a statement.

The deal, announced Aug. 3, pays $102.50 per share in cash plus one contingent value right per share that can deliver up to $12.00 if commercial milestones are met by Jan. 1, 2031. That represents a premium of about 9 percent to Lantheus's unaffected closing price of $94.47 on May 21, 2026, the last trading day before market speculation surfaced, and up to 24 percent to the 60-day volume-weighted average price of $82.70. The cash portion alone sits roughly 4 percent above the highest closing price in the 52 weeks ended May 21.

The transaction requires approval from holders of a majority of outstanding shares and clearance from U.S., German, UK and Swedish regulators, with closing expected in the first half of 2027. If the deal collapses, Curium faces a $385 million general termination fee or a $100 million regulatory fee, while Lantheus would owe $228 million.

Financing and CVR structure

Curium, the Boston-based nuclear medicine company controlled by CapVest Partners, is funding the purchase with $2.346 billion of committed equity from CapVest-affiliated funds and debt financing including a $4.25 billion senior secured term loan and a $1.125 billion payment-in-kind facility. The merger is not subject to a financing condition, and the parties filed their Hart-Scott-Rodino notifications with U.S. antitrust authorities on Aug. 18.

The CVRs, which are non-transferable and unlisted, hinge on eight milestones tied to adjusted sales of Lantheus's prostate cancer, neurology and DEFINITY franchises through 2030. Prostate cancer products must reach $950 million to $1.75 billion in annual sales to unlock $1.00 to $2.00 per milestone, while neurology products need $300 million to $350 million and DEFINITY $400 million. Lantheus's own projections show prostate cancer franchise sales peaking near $1.05 billion in 2028 before easing to $991 million by 2030, below the $1.1 billion threshold for the second milestone.

What's at stake

Lantheus's board unanimously approved the deal and received a fairness opinion from Morgan Stanley, which is paid about $81 million for its work, with $10.5 million due on delivery of the opinion and the rest contingent on closing. Jefferies advised Curium. The probe by Halper Sadeh, which may seek increased consideration or additional disclosures, adds a layer of uncertainty to a transaction already facing antitrust and foreign-investment review in four jurisdictions. If shareholders reject the merger or regulators block it, the CVRs — the only upside beyond the fixed cash price — would pay nothing, leaving holders with the $102.50 cash exit and no equity stake in the combined company.

This article is for informational purposes only and does not constitute investment advice.