Telix Pharmaceuticals (ASX:TLX) will pay an initial $1.65 billion on a cash-free/debt-free basis for German radiopharmaceutical biotechnology company ITM Isotope Technologies Munich, a key supplier of commercial-grade 177-lutetium, according to a Monday Australian bourse filing.
After adjustments, ITM shareholders are expected to be paid around $1.25 billion in the form of 105.8 million Telix shares at $11.84 per share, released as Nasdaq American depositary receipts after the escrow periods.
The deal includes an additional contingent consideration of up to $700 million upon the achievement of future regulatory approvals and commercial sales milestones for ITM-11, or 177-lutetium-edotreotide, a therapeutic candidate. $96 million of management equity rollover and transaction expenses will be payable by the sellers. $302 million of net debt will be assumed by Telix at the closing of the acquisition.
The transaction is subject to Telix shareholder approval and other customary closing conditions. Upon the completion of the transaction, Telix shareholders will own around 76.3%, and ITM shareholders will own around 23.7% of Telix shares on issue.
Its shares fell 3% in early trading on Monday.