Telix Expands U.S. Development and Manufacturing Infrastructure with Acquisition of IsoTherapeutics - Seite 2

Dr. Christian Behrenbruch, Managing Director and Group CEO of Telix said, “With the agreement to acquire IsoTherapeutics I am pleased to welcome a team of highly recognised industry leaders in bioconjugation and radiochemistry to Telix, as well as further expand our manufacturing footprint in the U.S.. This acquisition enhances our business with highly-sought-after skills, capabilities and facilities that are very much central to our development activities.”

Dr. R. Keith Frank, President and CEO of IsoTherapeutics, said, “Telix is a valued business partner and we have established a close working relationship and in-depth technical knowledge of their development and manufacturing requirements and goals. The opportunity to now become part of the Telix Group of companies, a global leader in the field, provides an excellent platform for our employees, partners and customers to continue to expand the expertise and facilities at IsoTherapeutics.”

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¹ Good manufacturing practice.

Deal terms and conditions

The purchase price comprises:

• US$8 million (AU$12.2 million) upfront, which is payable at closing in the form of US$2 million (AU$3.0 million in cash) and US$6 million (AU$9.2 million) in ordinary shares, equating to approximately 823,481 shares²
• US$5 million (AU$7.6 million) performance-related milestone payments, payable in cash, that are subject to meeting milestone conditions within twelve months of closing, and
• A two-year revenue share based on actual revenue earned from existing customers of IsoTherapeutics (total estimated cash payments ~US$0.6 million (AU$0.9 million).
  

The cash upfront consideration is subject to customary working capital, debt and transaction expense adjustments. Telix will issue ordinary shares to the stockholders of IsoTherapeutics at closing within its Listing Rule 7.1 placement capacity, in part-consideration for the acquisition. The number of shares to be issued at closing will be determined by converting US$6 million to Australian dollars using the Reserve Bank of Australia exchange rate at closing and dividing that amount by the volume weighted average price at which Telix’s ordinary shares trade on the ASX over the 10 trading day period prior to closing. The shares will be subject to escrow restrictions.