Item 8.01 Other Events.
As previously disclosed, on August 3, 2026, Lantheus Holdings, Inc., a Delaware corporation (“Lantheus” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Curium US Holdings LLC, a Delaware limited liability company (“Parent”), and Coco Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions set forth therein, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
On October 21, 2026, the Company and Parent each received a request for additional information and documentary materials (each, a “Second Request”) from the Federal Trade Commission (“FTC”) in connection with the FTC’s review of the Merger. The effect of a Second Request is to extend the waiting period imposed by the HSR Act, until 30 days after the Company and Parent each have substantially complied with the Second Request issued to it, unless that period is terminated sooner by the FTC. The parties expect to promptly respond to the Second Requests and to continue to work cooperatively with the FTC in its review of the Merger. Completion of the Merger remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver of the other closing conditions specified in the Merger Agreement. The Company and Parent continue to expect to consummate the Merger in the first half of 2027.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by their use of terms such as “continue,” “expect,” “will,” “work” and other similar terms. Such forward-looking statements are based upon current plans, estimates and expectations that are subject to risks and uncertainties that could cause actual results to materially differ from those described in the forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Risks and uncertainties that could cause actual results to materially differ from those described in the forward-looking statements include (i) uncertainties as to the timing of the Merger; (ii) the possibility that various conditions to the consummation of the Merger contained in the Merger Agreement (including the expiration or termination of the waiting period under the HSR Act) may not be satisfied or waived on the expected timetable, or at all; (iii) the possibility of any termination of the Merger Agreement; (iv) uncertainty as to whether the milestones associated with the contingent value rights will be achieved and that holders of CVRs will receive payments in respect thereof; (v) the effects of disruption from the transactions contemplated by the Merger Agreement and the impact of the pendency of the Merger on the Company’s business, including the response of the Company’s suppliers, business partners, employees and competitors to the Merger; (vi) the diversion of management time and attention from ongoing business operations and opportunities; (vii) disruption in or limitations on the Company’s plans and operations attributable to the Merger; (viii) changes in the Company’s business during the period between announcement and closing of the Merger; (ix) the effects of the Merger (or the announcement thereof) on the Company’s share price; and (x) the risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission (including those described in the “Risk Factors” section in its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q).
