Item 8.01. Other Events
On
In addition, on
Important Information For Investors And Stockholders
This document does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to appropriate registration or qualification under the securities laws of such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
In connection with the proposed transaction, Lantheus filed with the
Copies of the documents filed with the
Certain Information Regarding Participants
Progenics, Lantheus and their respective directors and executive officers may be
considered participants in the solicitation of proxies in connection with the
proposed transaction. Information about the directors and executive officers of
Progenics is set forth in its Annual Report on Form 10-K for the year ended
Information about the directors and executive officers of Lantheus is set forth
in its Annual Report on Form 10-K for the year ended
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available) free of charge through the website maintained by the
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that are subject to risks and
uncertainties and are made pursuant to the safe harbor provisions of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such statements are based upon current plans,
estimates and expectations that are subject to various risks and uncertainties.
The inclusion of forward-looking statements should not be regarded as a
representation that such plans, estimates and expectations will be achieved.
Words such as "anticipate," "expect," "project," "intend," "believe," "may,"
"will," "should," "plan," "could," "target," "contemplate," "estimate,"
"predict," "potential," "opportunity," "creates" and words and terms of similar
substance used in connection with any discussion of future plans, actions or
events identify forward-looking statements. All statements, other than
historical facts, including the expected timing of the closing of the merger;
the ability of the parties to complete the merger considering the various
closing conditions; the expected benefits of the merger, such as efficiencies,
cost savings, synergies, revenue growth, creating shareholder value, growth
potential, market profile, enhanced competitive position, and financial strength
and flexibility; the competitive ability and position of the combined company;
and any assumptions underlying any of the foregoing, are forward-looking
statements. Important factors that could cause actual results to differ
materially from Progenics' and Lantheus' plans, estimates or expectations could
include, but are not limited to: (i) Progenics or Lantheus may be unable to
obtain stockholder approval as required for the merger; (ii) conditions to the
closing of the merger may not be satisfied; (iii) the merger may involve
unexpected costs, liabilities or delays; (iv) the effect of the announcement of
the merger on the ability of Progenics or Lantheus to retain and hire key
personnel and maintain relationships with customers, suppliers and others with
whom Progenics or Lantheus does business, or on Progenics' or Lantheus'
operating results and business generally; (v) Progenics' or Lantheus' respective
businesses may suffer as a result of uncertainty surrounding the merger and
disruption of management's attention due to the merger; (vi) the outcome of any
legal proceedings related to the merger; (vii) Progenics or Lantheus may be
adversely affected by other economic, business, and/or competitive factors,
including the ongoing COVID-19 pandemic; (viii) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger agreement; (ix) risks that the merger disrupts current plans and
operations and the potential difficulties in employee retention as a result of
the merger; (x) the risk that Progenics or Lantheus may be unable to obtain
governmental and regulatory approvals required for the transaction, or that
required governmental and regulatory approvals may delay the transaction or
result in the imposition of conditions that could reduce the anticipated
benefits from the proposed transaction or cause the parties to abandon the
proposed transaction; (xi) risks that the anticipated benefits of the merger or
other commercial opportunities may otherwise not be fully realized or may take
longer to realize than expected; (xii) the impact of legislative, regulatory,
competitive and technological changes; (xiii) expectations for future clinical
trials, the timing and potential outcomes of clinical studies and interactions
with regulatory authorities; and (xiv) other risks to the consummation of the
merger, including the risk that the merger will not be consummated within the
expected time period or at all. Additional factors that may affect the future
results of Progenics and Lantheus are set forth in their respective filings with
the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Document 99.1 Joint press release datedApril 14, 2020
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