Telix, a Melbourne, Australia-based bio/pharmaceutical company specializing in radiopharmaceuticals, and ITM Isotope Technologies Munich, a Munich, Germany-based manufacturer of radioisotopes and radiopharmaceutical company, have agreed to merge in a deal worth up to $2.35 billion ($1.65 billion upfront and $700 million in milestone payments). 

ITM is a supplier of therapeutic radioisotopes, with broad capabilities spanning lutetium-177 (¹⁷⁷Lu), actinium-225 (²²⁵Ac), and terbium-161 (¹⁶¹Tb) production. ITM is also a producer of globally scaled commercial-grade ¹⁷⁷Lu. ITM’s late-stage pipeline includes ITM-11 (¹⁷⁷Lu-edotreotide), a differentiated somatostatin receptor (SSTR)-targeted treatment for treating gastroenteropancreatic neuroendocrine tumors (GET-NETs), tumors that form in the gastrointestinal tract and the pancreas. ITM-11 has completed a successful Phase III trial and fully enrolled a second indication expansion Phase III study with an interim analysis is expected in the first half of 2027. 

The combined organization is expected to generate unaudited pro forma 2026 revenue and income exceeding $1.3 billion, based on management estimates. Upon closing, Telix shareholders will own approximately 76.3% of the combined company and ITM shareholders approximately 23.7%.   

Under the agreement, Telix will acquire 100% of the shares in ITM for $1.65 billion upfront on a cash-free/debt-free basis expected as follows: 

• $1.25 billion will be paid to the sellers in the form of 105.8 million Telix shares; 

• $302 million of net debt will be assumed by Telix at closing; and 

• $96 million of management equity rollover and transaction expenses payable by the sellers; and in each case subject to closing adjustments. 

Additional contingent consideration of up to $700 million will become payable upon the achievement of specified regulatory approvals and sales milestones for ITM-11 as set out below: 

• Up to $250 million upon US Food and Drug Administration (FDA) approval of ITM-11 across three different indications; 

• $100 million upon FDA approval for expected first indication in G1-G2 GEP-NETs no later than December 31, 2027; 

• $100 million upon FDA approval for G2-G3 GEP-NETs indication no later than December 31, 2030; and 

• $50 million upon FDA approval for Lung NETs indication no later than December 31, 2031; and 

• Up to $450 million based on ITM-11 net global sales in FY 2030 in excess of $150 million. 

The transaction has been approved by Telix’s Board of Directors and, as of signing, shareholders holding over 90% of ITM’s shares. The transaction is expected to close by the end of FY 2026, subject to Telix shareholder approval, regulatory approvals, and other customary closing conditions. 

Source: Telix