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Telix Pharmaceuticals Ltd M&A Activity 2018

Dec 23, 2018

31324_rns_2018-12-23_fe04040b-e9c0-4df3-b5c6-451d1b493a4e.pdf

M&A Activity

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Advanced Nuclear Medicine Ingredients (ANMI) SA

Melbourne (Australia), Brussels and Liège (Belgium) – 24 December 2018. Telix Pharmaceuticals Limited (ASX.TLX) (“Telix”, the “Company”), a clinical-stage company focused on the development of diagnostic and therapeutic radiopharmaceuticals or “molecularly-targeted radiation” (MTR) products, today announced that it has completed the acquisition of Advanced Nuclear Medicine Ingredients (ANMI) SA.

ANMI develops innovative solutions in the manufacture and packaging of therapeutic products to enable fast, easy preparation and use in hospitals and the radio-pharmacy setting. The objectives of the acquisition have been previously disclosed (ASX release : 26/11/18).

The final upfront consideration value is €5.15M (A$8.29M), comprising:

  • 6,090,805 new shares in Telix at a price of $0.83 per share for a total share consideration value of €3,150,000 (A$5,055,368); and

  • Cash contribution of €2,000,000, including €300,000 in repayment of a convertible loan to ANMI from an investor with a commercial conflict of interest with TLX.

Telix has agreed to:

  • assume a non-recourse debt of €0.8M in low-interest commercial development loans, of which €0.5M is long-term; and

  • pay a performance-based deferred cash payment on product sales for a period of five years following first marketing authorization of an ANMI product in either the United States or EU.

All consideration shares are subject to voluntary escrow arrangements:

  • 2,834,052 shares are escrowed for 24 months (ending 24 December 2020)

  • o 2,442,565 shares are escrowed for 12 months (ending 24 December 2019) o 814,188 shares are escrowed for 3 months (ending 24 March 2019)

About Telix Pharmaceuticals

Telix Pharmaceuticals Limited (“Telix”) is a global biopharmaceutical company focused on the development of diagnostic and therapeutic products based on targeted radiopharmaceuticals or “molecularly-targeted radiation” (MTR). The company is headquartered in Melbourne with international operations in Brussels (EU), Kyoto (Japan) and Indianapolis (USA). Telix is developing a portfolio of clinical-stage oncology products that address significant unmet medical need in renal, prostate and brain (glioblastoma) cancer. Telix is listed on the Australian Securities Exchange (ASX:TLX). For more information visit www.telixpharma.com.

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About Advanced Nuclear Medicine Ingredients (ANMI) SA

ANMI SA is a pharmaceutical company developing innovative radiopharmaceutical solutions and a global service provider in the nuclear medicine field, located in Liège, Belgium. ANMI has developed innovative solutions to facilitate the scalable synthesis of “theranostic” radiopharmaceuticals and to ease their daily production in hospitals and radiopharmacies. ANMI's vision is focused on increasing patient access to new highly specific theranostic radiopharmaceuticals through streamlined and cost-effective production processes. For more information visit www.anmi.be.

Telix Corporate Contact

Dr Christian Behrenbruch Telix Pharmaceuticals Limited CEO Email: [email protected]

Telix Investor Relations (Australia) Arthur Chan WE Buchan Tel: +61 2 9237 2805 Email: [email protected]

Telix Investor Relations (US)

Lisa Wilson In-Site Communications Tel: +1 212 452 2793 Email: [email protected]

Important Information

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 (the “US Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States, unless the securities have been registered under the US Securities Act or an exemption from the registration requirements of the US Securities Act is available. None of the products described in this release have obtained a marketing authorization in any jurisdiction, including the United States and Europe.