Lantheus (LNTH) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger with Curium US Holdings LLC, where each share will be converted into $102.50 in cash and one contingent value right (CVR) worth up to $12.00 based on future milestones.

• The board unanimously recommends approval of the merger, citing fairness and the best interests of shareholders, supported by a fairness opinion from Morgan Stanley.

• The merger is expected to close in the first half of 2027, subject to shareholder and regulatory approvals, with a total transaction value of approximately $7.45 billion.

• If the merger is not completed, the company will remain independent, and certain termination fees may apply.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the board recommends voting FOR all proposals.

• Appraisal rights are available for shareholders who do not wish to accept the merger consideration and comply with Delaware law procedures.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, engaged with multiple parties, and negotiated extensively with Curium to maximize value.

• The board considered the certainty of cash value, the potential upside of CVRs, and the risks of remaining a standalone company.

• The merger agreement allows the board to consider superior proposals before shareholder approval, subject to a termination fee.