On April 14, 2020 Lantheus Holdings, Inc. (NASDAQ: LNTH) ("Lantheus"), parent company of Lantheus Medical Imaging, Inc. ("LMI"), a leader in the development, manufacture and commercialization of innovative diagnostic imaging agents and products, and Progenics Pharmaceuticals, Inc. (NASDAQ: PGNX) ("Progenics"), an oncology company developing innovative medicines and artificial intelligence to find, fight and follow cancer, reported that Lantheus has entered into a Support Agreement (the "Support Agreement") with Velan Capital ("Velan") in connection with the proposed merger of Lantheus and Progenics (Press release, Lantheus Medical Imaging, APR 14, 2020, View Source [SID1234556317]).
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
Velan is a stockholder of both Progenics and Lantheus and the Support Agreement provides that Velan will vote all of its Progenics stock and Lantheus stock in favor of the proposed merger of Lantheus and Progenics on the terms set forth in the Amended and Restated Agreement and Plan of Merger, dated as of February 20, 2020 (the "Amended Merger Agreement"). Velan has also agreed to abide by certain customary standstill provisions during the term of the Support Agreement.
In 2019, Velan led a successful consent solicitation campaign that resulted in the resignation of Progenics Chief Executive Officer Mark Baker and the seating of five new independent directors on the reconstituted seven-member Progenics Board of Directors. Progenics’ reconstituted Board evaluated both companies, the original transaction terms, and Progenics’ prospects as an independent company, and then negotiated, approved and is recommending that Progenics stockholders adopt the Amended Merger Agreement. Two of those five new independent directors, Dr. Gérard Ber and Mr. Heinz Mäusli, will serve on the Board of Directors of the combined company upon the closing of the proposed merger.
"We are very pleased that Velan has agreed to support the Progenics merger and our combined company over the next year," said Mary Anne Heino, President and Chief Executive Officer of Lantheus. "As an experienced life sciences investor, Velan sees the potential of our combined company to create a platform that leverages Lantheus’ long-standing expertise in complex manufacturing, supply chain and commercial excellence, with Progenics’ three leading FDA approved products, clinical pipeline and development capabilities."
"We have spent time with Mary Anne and the broader Lantheus team and are pleased with their receptivity to stockholder perspectives, operational excellence, financial prudence, and growth orientation," said Bala Venkataraman of Velan. "We trusted the reconstituted Progenics Board to evaluate the combination with Lantheus. The Progenics Board has spoken, and we applaud its ability to evaluate alternatives and ultimately secure a fair transaction that maximizes long-term value for all stockholders. In particular, we are pleased that the revised deal consideration and improved pro forma governance terms are more closely aligned with the value that Progenics brings to Lantheus. We believe that current market prices do not properly recognize the promising future of the combined company, which involves unique assets, significant synergy benefits, and enhanced leadership. We have spoken with fellow stockholders, both of Progenics and Lantheus, and are pleased to see alignment on the value of the combined company under the revised transaction. We believe this combination is in the best interests of both Lantheus’ and Progenics’ stockholders, as well as patients and physicians. We see significant upside potential from this combination over the long term."
Ann MacDougall, Interim Chairman of the Progenics Board said, "We appreciate the constructive spirit in which Lantheus conducted the negotiations of the Amended Merger Agreement as well as Velan’s support for our efforts and for the transaction."
As previously announced, Progenics and Lantheus have scheduled their respective special meetings of stockholders to vote on matters related to the proposed merger to be held on June 16, 2020. Further details about the time, location and record date for the special meetings will be announced when finalized. The proposed merger is expected to close in the second quarter of 2020, subject to approval by Lantheus and Progenics stockholders and satisfaction of other customary closing conditions.