Telix to Acquire ARTMS, Inc. and its Advanced Isotope Production Platform - Seite 2

The acquisition has potential to be financially accretive, add additional revenue, and have a positive impact on gross margins for Illuccix and Zircaix (when commercially available).

Dr. Christian Behrenbruch, Managing Director and Group CEO of Telix said, “ARTMS has been a trailblazer in the field of ‘next generation’ cyclotron-based isotope production systems and demonstrated production efficiency and yields that eclipse comparable systems. It is our hope that by closely aligning this powerful technology with pharmaceutical development, we will transform the cost, market access and utility of diagnostic and therapeutic radiopharmaceuticals. Cyclotron and accelerator-based isotope production has the potential to significantly increase the capacity and lower the cost of commercially important isotopes, serving as an important adjunct to reactor-based production. We are pleased to be able to expand a fruitful collaboration into a deeper partnership.”

Doug Gentilcore, Chief Executive Officer of ARTMS added, “Our aim has always been to ensure key isotopes are available on demand to the populations that need them most, and joining forces with Telix is the ideal way to realise this ambition. With Illuccix, Telix has the most used ⁶⁸Ga-based imaging agent on the U.S. market, and an additional follow-on ⁸⁹Zr based product candidate – Zircaix. Our long-term goal is therapeutic radionuclides and together with Telix we believe we have the opportunity to deliver these potentially at commercial scale, including through their extensive late-stage product pipeline.”

Deal terms and conditions

The purchase price comprises:

• US$42.5 million (approximately AU$65.3 million) upfront consideration which is payable in the form of 5,674,636 Telix ordinary shares to be issued at closing³;
• US$15.0 million (approximately AU$23.0 million) upfront consideration payable in cash at closing;
• US$24.5 million (approximately AU$37.6 million) in contingent future earn out payments, payable in cash following achievement of certain clinical or commercial milestones; and
• cash earn-outs representing low single to low double-digit percentage of net sales of ARTMS products or Telix products prepared using ARTMS products for defined periods depending on the product location where the sale occurs. All earn-outs which have not otherwise expired will terminate on the 10 year anniversary following completion of the ARTMS acquisition.

The cash upfront consideration is subject to customary working capital, debt and transaction expense adjustments. Telix will issue ordinary shares to the stockholders of ARTMS at closing within its Listing Rule 7.1 placement capacity, in part-consideration for the acquisition. The shares will be subject to escrow restrictions.