Lantheus to be acquired for $102.50 per share plus CVRs in Curium deal

What happened

Lantheus Holdings, Inc. (NASDAQ: LNTH), a maker of diagnostic imaging agents, filed a definitive proxy statement (DEFM14A) with the SEC on September 8, 2026, to solicit stockholder votes for its proposed acquisition by Curium US Holdings LLC.

The merger agreement was signed on August 3, 2026. Under the terms, each share of Lantheus common stock will be converted into the right to receive $102.50 per share in cash plus one contractual contingent value right (CVR), which entitles the holder to up to an additional $12.00 per share in cash if certain commercial milestones are met.

A special meeting of stockholders is scheduled for October 14, 2026, to vote on the merger, executive compensation related to the deal, and possible adjournment. Lantheus's board unanimously recommends voting 'FOR' all proposals. The stock closed at $100.44 on September 8, slightly below the cash offer price.

The filing

The DEFM14A is a definitive proxy statement filed by a company when it seeks stockholder approval for a major transaction like a merger. It follows a preliminary proxy statement (or may be filed directly) and contains detailed information about the deal, the meeting, and voting procedures.

In this case, the filing notifies shareholders of the special meeting date, explains the merger terms, and provides the board's rationale. It also includes the merger agreement and CVR agreement as annexes.

The merger cannot be completed unless stockholders holding a majority of outstanding shares vote 'FOR' the merger agreement proposal. The filing emphasizes that broker non-votes and abstentions will count as votes against the merger.

What this means

A form DEFM14A is the final version of a proxy statement used to solicit votes for a merger. It is filed with the SEC and mailed to shareholders before the meeting. The meeting is virtual-only, so shareholders must register online to vote or attend.

The per-share consideration is $102.50 in cash, which is the price Curium will pay for each share. The stock's closing price on the filing date was $100.44, slightly below the offer, reflecting that the deal has not yet closed and requires shareholder approval.

The CVRs are contractual rights, not tradable securities, that pay up to $12.00 per share if specified commercial milestones are achieved after the merger closes. The filing states that the CVR agreement will define the terms, and the amount is contingent on future performance.

Normally, after the special meeting, if stockholders approve the merger and other conditions are met (such as regulatory approvals), the merger will close, and shareholders will receive the cash consideration and CVRs. If the merger is not approved, the company would continue as independent.