Telix Pharmaceuticals Limited (ASX:TLX) signed an agreement to acquire ARTMS, INC. for approximately $84 million on March 4, 2024. The purchase price comprises: $42.5 million upfront consideration which is payable in the form of 5,674,636 Telix ordinary shares to be issued at closing; $15.0 million upfront consideration payable in cash at closing; $24.5 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.

Closing of the transaction is subject to customary conditions, including regulatory approvals.