Telix to Merge with ITM for US$1.65bn Upfront

Telix (ASX:TLX) Pharmaceuticals has signed a strategic agreement to lead a merger with ITM Isotope Technologies Munich SE, adding commercial-scale radioisotope production and a late-stage therapeutic candidate to its radiopharmaceutical platform.

Upfront consideration is US$1.65 billion on a cash-free/debt-free basis. After adjustments, ITM shareholders are expected to be paid approximately US$1.25 billion in 105.8 million Telix shares priced at US$11.841 (30-day trailing VWAP), released as Nasdaq ADRs after escrow periods, while Telix assumes US$302 million of net debt and US$96 million of management equity rollover and seller transaction expenses, subject to closing adjustments. Additional contingent consideration of up to US$700 million is payable on specified FDA approvals and FY2030 net global sales milestones for ITM-11 (177Lu-edotreotide). ITM delivered annual revenue of US$273 million in 2025 with a 40% CAGR from 2021 to 2025 and operates commercial-scale 177Lu production with distribution spanning over 65 countries. ITM-11 has completed Phase 3 COMPETE for GEP-NETs, with an interim analysis of COMPOSE expected in H1 2027. Combined unaudited pro forma 2026 revenue and income is expected to exceed US$1.3 billion based on management estimates. On completion, Telix shareholders would own approximately 76.3% and ITM shareholders approximately 23.7%. Close is expected by the end of FY2026 subject to Telix shareholder approval, regulatory approvals and customary closing conditions, with an EGM expected in November 2026.

The transaction remains conditional on those approvals, and contingent payments and synergy timing are not assured.