The Brief:
Telix Pharmaceuticals will buy Germany’s ITM Isotope Technologies Munich in a deal worth up to A$3.3bn.
HSF Kramer and Sidley Austin act for Telix, while Latham & Watkins and Gilbert + Tobin advise ITM.
Telix is buying a key supplier.
Melbourne-based Telix Pharmaceuticals has struck a deal worth up to US$2.35bn (A$3.3bn) for ITM Isotope Technologies Munich, one of the biggest names in radioactive materials for cancer treatment.
ITM is the world’s largest supplier by revenue of lutetium-177, a radioisotope used to make nuclear cancer drugs.
For Telix, it’s about locking in supply as demand for nuclear drugs grows.
The deal
Telix will pay US$1.65bn upfront for 100% of ITM, on a cash-free, debt-free basis.
That includes about US$1.25bn in Telix shares, with Telix also assuming US$302m of ITM’s net debt.
The remaining US$700m is contingent. It’s tied to regulatory approvals and sales milestones for ITM-11, ITM’s late-stage candidate for neuroendocrine tumours.
And that’s where it gets tricky.
In August, the US FDA knocked back ITM-11’s approval over manufacturing and third-party facility issues. According to Telix, the drug itself wasn’t the problem, with the FDA finding no clinical or nonclinical deficiencies.
So Telix has built that risk into the deal:
ITM must resubmit its FDA application, or the two sides must agree on a path forward, before the deal can close.
Up to US$250m of the contingent consideration will be paid in stages as ITM-11 wins FDA approval.
ITM shareholders will walk away with about 23.7% of Telix.
The deal needs Telix shareholder and regulatory approvals, including FIRB, and is slated to close by the end of 2026.
Who’s acting
HSF Kramer advises Telix, led by partner Tim McEwen, with senior associate Jennifer Wong and solicitor Sarah Leong.
It’s a well-established relationship. HSF Kramer steered Telix’s convertible bond offerings in 2026 (US$600m) and 2024 (A$650m), plus its Nasdaq dual listing in 2024.
US firm Sidley Austin also acts for Telix.
On the other side, Latham & Watkins is lead counsel for ITM. Gilbert + Tobin handles the Australian side for ITM, led by corporate advisory partner David Josselsohn, supported by Lucy Hall and Francis Burfitt. Partner Deborah Johns advises on FIRB.
What they said
HSF Kramer’s Tim McEwen said: “This is an important strategic transaction for Telix. We are very pleased to have again had the opportunity to work with Telix on a significant transaction. Telix is an important client, with a meaningful purpose to help people with cancer and rare diseases live longer, better quality lives.”
G+T’s David Josselsohn said: “This combination brings together two highly complementary radiopharmaceutical platforms at a time of significant growth and investment in the sector. It is a strategically important cross-border transaction that strengthens the scale, pipeline and global reach of the combined business.”
Source: Telix, HSF Kramer, Gilbert + Tobin, Bloomberg