Telix Pharmaceuticals Ltd — M&A Activity 2018

Nov 25, 2018

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Advanced Nuclear Medicine Ingredients (ANMI) SA

Melbourne (Australia), Brussels and Liège (Belgium) – 26[th] November 2018 . Telix Pharmaceuticals Limited (ASX.TLX) (“Telix”, the “Company”), a clinical-stage biopharmaceutical company focused on the development of diagnostic and therapeutic products based on targeted radiopharmaceuticals or “molecularly-targeted radiation” (MTR), today announced that it has acquired Belgium-based Advanced Nuclear Medicine Ingredients (ANMI) SA.

The transaction provides the following benefits to Telix:

• 1) Rapidly growing demand outside of the United States for prostate imaging, means that there is the opportunity to significantly increase group revenue for the ANMI HBED-CCPSMA-11 (68Ga-PSMA) kit (currently marketed in the US as illumet[TM] ), building on the existing commercial and manufacturing relationships between the companies. A global transaction ability, rather than a market-segmented approach, will benefit the development of key commercial partnerships in respect of the 68Ga-PSMA kit.

• 2) Combining the resources, data and human capital will accelerate the process of preparing a new drug application (NDA) in the US and Europe for prostate imaging (subject to regulator engagement). By aligning the European and US activities more closely, time and cost efficiencies are expected to result.

• 3) Competition and demand for high-quality prostate imaging assets is increasing on the back of key therapeutic programs moving into late-stage clinical trials, including Telix’s own programs. Telix has elected to respond through engagement and collaborative management with supply chain and strategic partners, including ANMI.

• 4) The ANMI team is a highly capable radiochemistry product development team with the requisite expertise and technologies to develop “kit”-based implementations of Telix’s current diagnostic and therapeutic product pipeline for rapid and streamlined deployment into US and international radiopharmacy networks.

• 5) ANMI has several other relevant and synergistic products in their development pipeline that Telix sees value in commercializing and hopes to bring to market in FY19/20.

• 6) ANMI talent will significantly add to Telix operational and commercial capability in Europe.

Telix Group CEO Dr. Christian Behrenbruch stated, “We have been building a relationship with ANMI over the past two years. Our respective organizations already work very closely together, and this transaction is the logical progression that creates a significantly more capable company with the ability to act strategically on a global basis, rather than in a territorially-segmented manner. We are very pleased to welcome the highly-talented ANMI team to Telix.”

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ANMI Co-Founder and CEO Ludovic Wouters noted, “ANMI and Telix have achieved a great deal as business partners. With the growing importance of the role of nuclear medicine, particularly in prostate cancer care, our respective companies can benefit from establishing a more integrated approach to combining our diagnostic and therapeutic strengths. We see a clear way for ANMI to contribute to Telix’s product development by packaging their therapeutic products in way that makes them fast and easy to prepare in the radiopharmacy setting.”

ANMI will continue to operate as a subsidiary company within the Telix Group structure, reporting to Ms. Odile Jaume (President and COO of Telix EU). Key ANMI executives will also have reporting lines to Dr. Christian Behrenbruch (Group CEO). ANMI management retention is through a combination of performance incentives and shares escrowed for two years. ANMI will continue to remain headquartered in Liège, Belgium.

The projected cash impact of the ANMI transaction is neutral as existing ANMI revenues currently cover the basic operating costs of the business and a portion of Telix’s budgeted product development costs can be redirected ANMI in lieu of third-party providers.

The transaction is expected to complete in December 2018 (subject to satisfaction of standard conditions to completion).

Summary of Consideration for the Purchase of ANMI SA

• €3.15m in Telix shares to ANMI shareholders, at $0.83 per share.

• 46.5% of the allocated shares are classified as management shares and are fully escrowed for two years. The remaining 53.5% of allocated shares are classified as investor shares. 25% of investor shares are escrowed for three months with the remaining 75% escrowed for 12 months from the date of the transaction.

• €2m in cash, of which €1.7m is paid as cash consideration to ANMI shareholders and €300,000 is for the repayment of a convertible loan to ANMI from an investor with a commercial conflictof-interest with Telix.

• Assumption of non-recourse debt of €0.8M in low-interest commercial development loans, of which €0.5M is long-term.

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

• The shares will be issued to 20 new shareholders. No allotted holder will become a substantial holder under the Corporations Act through this transaction.

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.

About Prostate-Specific Membrane Antigen (PSMA)

PSMA is a cancer target (cell surface antigen) that is highly upregulated in prostate cancer cells and is a highly validated and promising target for a range of diagnostic and therapeutic strategies in prostate cancer.

About HBED-CC-PSMA-11 ([68] Ga-PSMA)

HBED-CC-PSMA-11 ([68] Ga-PSMA) is a small molecule (ligand) that targets and binds to PSMA and enables metastatic prostate cancer can be imaged using Positron Emission Tomography (PET) with excellent sensitivity and specificity. PET is a highly effective and widely used imaging modality in the management of cancer.

About the[68] Ga-PSMA Kit ( illumet[TM ] )

ANMI’s[68] Ga-PSMA kit is the first “cold kit” for direct labelling of a PSMA-targeting molecule with 68Ga (gallium). The kit utilizes proprietary chemistry to enable robust and reliable radiolabeling at room temperature in 5 minutes. The[68] Ga-PSMA kit is currently in late-stage clinical development in Europe and is partnered in the US with Telix Pharmaceuticals where it is marked under the brand name illumet[TM] .

Telix Corporate Contact Telix Investor Relations (Australia) Dr Christian Behrenbruch Arthur Chan Telix Pharmaceuticals Limited WE Buchan CEO Tel: +61 2 9237 2805 Email: chris@telixpharma.com Email: arthurc@we-buchan.com

Telix Investor Relations (US)

Lisa Wilson In-Site Communications Tel: +1 212 452 2793 Email: lwilson@insitecony.com

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.