Offerings - Offering: 1 |
Aug. 24, 2026
USD ($)
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|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Rule 0-11 | true |
| Transaction Valuation | $ 9,086,349,444.94 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 1,254,824.86 |
| Offering Note | Capitalized terms used below but not defined herein shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated as of August 3, 2026, by and among Lantheus Holdings, Inc. (the "Company"), Curium US Holdings LLC, a Delaware limited liability company ("Parent"), and Coco Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the "merger agreement"). (1) Title of each class of securities to which the transaction applies: common stock, par value $0.01 per share, of the Company ("common stock"). Aggregate number of securities to which the transaction applies: Solely for the purpose of calculating the filing fee, as of the close of business on August 17, 2026, the maximum number of shares of common stock to which this transaction applies is estimated to be 80,082,467 shares, which consists of:65,287,795 issued and outstanding shares of common stock; b. 1,180,272 shares of common stock underlying outstanding options to purchase shares ("Company options"), consisting of (x) 1,148,096 shares of common stock underlying outstanding and unexercised Company options having a per share exercise price that is less than $102.50 ("in-the-money Company options") and (y) 32,176 shares of common stock underlying outstanding and unexercised Company options having a per share exercise price that is equal to or greater than $102.50 but less than $114.50 (the sum of the per share cash consideration and the maximum CVR value, each as defined below) ("underwater Company options"); c. 1,133,227 shares of common stock underlying outstanding performance-based restricted stock units under any Company equity plan ("Company PSUs") (assuming the maximum level of performance has been achieved); d. 1,510,078 shares of common stock underlying outstanding restricted stock units under any Company equity plan that are not Company PSUs ("Company RSUs") outstanding as of the date of the merger agreement ("existing Company RSUs"); e. 363,285 shares of common stock underlying outstanding Company RSUs issued or that may be issued after the date of the merger agreement ("additional Company RSUs"); f. 340,393 shares of common stock reserved for issuance under the Company's 2023 Employee Stock Purchase Plan (the "ESPP") as of August 17, 2026, which includes 38,853 shares of common stock subject to outstanding purchase rights based on cash contributions made through such date; and g. 10,265,993 shares of common stock underlying the Company's 2.625% convertible senior notes due December 2027 (the "convertible notes"), which represents the maximum number of shares of common stock into which the convertible notes may be converted. (2) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Solely for the purpose of calculating the filing fee, as of the close of business on August 17, 2026, the underlying value of the transaction was calculated as the sum of: a. the product of (x) 65,287,795 issued and outstanding shares of common stock and (y) $114.50, representing the sum of (A) $102.50 per share in cash, without interest (the "per share cash consideration") and (B) the maximum potential value of one contractual contingent value right (each, a "CVR"), which represents the right to receive up to $12.00; b. the sum of (x) the product of (A) 1,148,096 shares of common stock underlying in-the-money Company options and (B) $33.14, representing the difference between the per share cash consideration and the weighted average exercise price of such Company options of $69.36 per share, and (y) the product of (A) 1,148,096 shares of common stock underlying in-the-money Company options and (B) $12.00, representing the maximum potential value of one CVR; c. the product of (x) 32,176 shares of common stock underlying underwater Company options and (y) $12.00, representing the maximum potential value of one CVR; d. the product of (x) 1,133,227 shares of common stock estimated to be earned under Company PSUs (assuming the maximum level of performance has been achieved) and (y) $114.50, representing the sum of the per share cash consideration and the maximum potential value of one CVR of $12.00; e. the product of (x) 1,510,078 shares of common stock underlying existing Company RSUs, and (y) $114.50, representing the sum of (A) the per share cash consideration and (B) the maximum potential value of one CVR of $12.00; f. the product of (x) 363,285 shares of common stock underlying additional Company RSUs, and (y) $114.50, representing the sum of (A) the per share cash consideration and (B) the maximum potential value of one CVR of $12.00; g. the product of (x) 340,393 shares of common stock reserved for issuance under the ESPP, and (y) $114.50, representing the sum of (A) the per share cash consideration and (B) the maximum potential value of one CVR of $12.00; and h. the product of (x) 10,265,993 shares of common stock underlying the convertible notes, and (y) $114.50, representing the sum of (A) the per share cash consideration and (B) the maximum potential value of one CVR of $12.00. (3) In accordance with Section 14(g) of the Exchange Act, the filing fee was determined by multiplying the total transaction valuation by 0.00013810. |