Telix to acquire ITM in deal up to $2.35bn

Telix Pharmaceuticals has agreed to acquire Germany-based ITM Isotope Technologies Munich SE in a transaction valued at about $1.65 billion on a cash- and debt-free basis. The deal expands Telix’s presence in radiopharmaceuticals by adding ITM’s operations and pipeline into a combined group structure.

Under the agreement, ITM shareholders are expected to receive about $1.25 billion in Telix shares. This consideration will be delivered through the issuance of 105.8 million new Telix shares valued at $11.84 each.

In addition to the equity component, Telix will assume approximately $302 million of ITM’s net debt and other transaction-related costs at closing. This assumption of liabilities is part of the overall cash- and debt-free valuation framework agreed between the companies.

The transaction terms also include up to $700 million in contingent consideration. These potential additional payments are tied to regulatory approvals and sales milestones linked to ITM’s lead therapeutic candidate, ITM‑11.

If the full contingent consideration is earned, the total potential value of the acquisition could reach as much as $2.35 billion. The milestone-based structure aligns a portion of the purchase price with the future performance of ITM‑11.

Upon completion of the transaction, existing Telix shareholders are expected to own about 76.3% of the combined company. ITM shareholders are projected to hold the remaining 23.7%, reflecting their stake received through the new Telix shares issued as consideration.

This ownership split underscores the relative scale of the two businesses within the combined entity and the significant equity component used to fund the acquisition.

The transaction is expected to close by the end of 2026, subject to a number of conditions. These include approval from Telix shareholders as well as regulatory clearances from relevant authorities.

Telix has planned an extraordinary general meeting of shareholders in November 2026 to vote on the proposed acquisition. Completion will also depend on satisfaction of customary closing conditions associated with transactions of this nature.

Until all approvals are obtained and conditions met, Telix and ITM will continue to operate as separate entities. The announced timeline sets the framework for integrating ITM’s assets and pipeline into Telix once the deal is finalized.