Investing.com to acquire Telix next-generation therapeutics and innovative biologics technology platform

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MELBOURNE, Australia and INDIANAPOLIS, Jan. 13, 2025 (GLOBE NEWSWIRE) — Telix Pharmaceuticals Limited (ASX: TLX , Nasdaq: TLX , a Telix Company ) today announces that it has entered into an asset purchase agreement with antibody engineering company ImaginAb, Inc . (ImaginAb) to acquire a pipeline of next-generation therapeutic candidates, a proprietary novel biological technology platform, and a protein engineering and discovery research facility to enhance existing innovation capabilities.

This transaction adds a number of early-stage drug candidates against high-value targets including DLL31 and integrin Î±vÎ²62, as well as several other new discovery-stage targets. These next-generation drug candidates fit synergistically into Telix’s therapeutic pipeline, enabling expansion into future therapeutic areas with unmet clinical needs. The acquired intellectual property uses small engineered antibody formats that enable highly specific cancer targeting, combined with rapid tumor uptake and blood clearance. This technology has the potential to be very effective for imaging and treating tumors with a wide range of radioisotopes, with alpha emitters of particular interest.

The transaction also includes a state-of-the-art research facility in California, home to a talented team of experts in discovery, protein engineering and radiopharmaceutical development. Together, these assets will provide Telix with further internal capabilities in antibody engineering and preclinical development, as well as a new biological platform to create the next generation of Telix’s precision medicine and therapeutic products, beyond the current clinical stage of production.

Richard Valeix, Chief Executive Officer, Therapeutics, Telix, said, The combination of a proprietary drug discovery platform, a pipeline of promising theranostics and a talented team of subject matter experts will enhance Telix’s research and innovation capabilities now and in the future. This acquisition will enable Telix to explore new disease areas with the most advanced radiotherapeutic technology.

dr. Anna M. Wu, Co-Founder and Board Member, ImaginAb, added, As the radiopharmaceutical sector gains momentum, there is a significant need for targeting agents to be more selective, deliver less untargeted radiation, and better match the pharmacology and radiobiology of a given radionuclide. The team’s deep expertise in antibody engineering and the resulting development of valuable, proprietary platform technology led to clinical proof of concept. Telix is the right partner to unlock the future therapeutic potential of this platform.

Transaction (JO:) details
Telix will acquire these assets through an asset purchase agreement with a concurrent technology license agreement to be executed at closing. The purchase price of the transaction is USD 45 million (AU$73 million)3, consisting of USD 10 million in cash and USD 31 million in equity at closing, and a deferred payment of up to USD 4 million in equity at completion Indemnification period 15 months. Upon the achievement of certain key development and commercial milestones, Telix will pay up to a total of US$185 million (AU$299 million), a portion of which may be paid in cash or equity at Telix’s option4. Royalties are also paid on net sales in the low single digits on a limited number of platforms and early-stage products after the first four products are developed, as well as single-digit sublicensing fees, as applicable.

Telix will issue ordinary shares to ImaginAb within its ability to place under Listing Rule 7.1 as consideration for the acquisition. Upfront principal will be subject to voluntary escrow restrictions with equal tranches being released from escrow 60, 90 and 120 days after closing. Completion of the transaction is subject to customary conditions, including regulatory approvals and other third-party consents. Telix cannot guarantee that this transaction will close within any particular time frame or on the terms summarized herein, if at all.

For further information, see the Telix announcements and Appendix 3B you filed with the ASX today.

About ImaginAb, Inc.
ImaginAb is a clinical-stage, global revenue-generating biotechnology company developing next-generation radiopharmaceuticals and imaging products. These patented products contain engineered antibodies that maintain the specificity of full-length antibodies while remaining biologically inert in the body. Used with widely available positron emission tomography (PET) and optical imaging technology, these new targeting agents can bind specifically to targets on the surface of cells.

Following the closing of its transaction with Telix Pharmaceuticals, ImaginAb, Inc. will be focused on the development of its lead imaging candidate, CD8 ImmunoPET, which is currently in Phase 2 clinical trials and has been licensed by a number of pharmaceutical and biotech companies for use in imaging within immunotherapy. clinical trials, primarily in oncology.

Jefferies LLC and Stifel, Nicolaus & Company, Incorporated served as financial advisors to ImaginAba in the transaction.

Disclosures
Telix’s General Manager and Chief Executive Officer of the Group, dr. Christian Behrenbruch, is an unrelated shareholder of ImaginAb, with less than 1% of the share capital as the sole stake in the company. dr. Behrenbruch abstained from the transaction process and Telix’s management approval for the acquisition on market terms. dr. Behrenbruch voluntarily decided, by way of a binding commitment, to donate any enrichment from the transaction resulting from his share to charity.

About Telix Pharmaceuticals Limited
Telix is a biopharmaceutical company focused on the development and commercialization of therapeutic and diagnostic radiopharmaceuticals and related medical technologies. Telix is headquartered in Melbourne, Australia, with international operations in the United States, Canada, Europe (Belgium and Switzerland) and Japan. Telix develops a portfolio of clinical and commercial products aimed at addressing significant unmet medical needs in oncology and rare diseases. Telix is listed on the Australian Securities Exchange (ASX: TLX) and the Nasdaq Global Select Market (Nasdaq: TLX).

Telix’s flagship imaging product, gallium-68 (68Ga) gozetotide injection (also known as 68Ga PSMA-11 and sold under the brand name Illuccix®), has been approved by the US Food and Drug Administration (FDA)5, the Australian Therapeutic Goods Administration (TGA) 6, and Health Canada7. No other Telix product has been approved for marketing in any jurisdiction.

Please visit www.telixpharma.com for further information on Telix, including details of the latest share price, ASX announcements, investor and analyst presentations, press releases, event details and other publications that may be of interest. You can also follow Telix on Xu and LinkedIn.

Telix Investor Relations

Mrs Kyahn Williamson
Telix Pharmaceuticals Limited
SVP Investor Relations and Corporate Communications
Email: kyahn.williamson@telixpharma.com

This announcement has been approved by the Telix Pharmaceuticals Limited Disclosure Committee on behalf of the Board.

Legal notices

You should read this announcement together with our risk factors, as disclosed in our most recent reports filed with the Australian Securities Exchange (ASX), the US Securities and Exchange Commission (SEC), including our registration statement on Form 20-F filed to the SEC, or on our website.

The information contained in this announcement is not intended to constitute an offer to subscribe for, solicitation of, or recommendation with respect to the securities of Telix Pharmaceuticals Limited (Telix) in any jurisdiction, including the United States. The information and opinions contained in this publication are subject to change without notice. To the fullest extent permitted by law, Telix disclaims any duty or obligation to update or revise any information or opinions contained in this announcement, including any forward-looking statements (as defined below), whether as a result of new information, future developments, changes in expectations or assumptions or otherwise. No representation or warranty, express or implied, is made with respect to the accuracy or completeness of the information contained or the opinions expressed during this publication.

This release may contain forward-looking statements, including within the meaning of the US Private Securities Litigation Reform Act of 1995, relating to expected future events, financial results, plans, strategies or business developments. Forward-looking statements generally can be identified by the use of words such as may, expect, intend, plan, estimate, predict, believe, outlook, forecast and guidance, or by the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. statements. Forward-looking statements are based on Telix’s good faith assumptions about the financial, market, regulatory and other risks and considerations that exist and affect Telix’s business and operations in the future, and there can be no assurance that any of the assumptions will prove to be correct. correct. In the context of Telix’s business, forward-looking statements may include, but are not limited to, statements regarding: the initiation, timing, progress and results of Telix’s preclinical and clinical trials, and Telix’s research and development programs; Telix’s ability to advance, enroll and successfully complete product candidates in clinical studies, including multinational clinical trials; the timing or likelihood of regulatory submissions and approvals for Telix’s product candidates, manufacturing activities and product marketing activities; Telix’s sales, marketing and distribution and manufacturing capabilities and strategies; the commercialization of Telix’s product candidates, if or when they are approved; Telix’s ability to obtain an adequate supply of raw materials at a reasonable cost for its products and product candidates; estimates of Telix’s costs, future revenues and capital requirements; the financial performance of Telix; developments regarding Telix’s competitors and the industry; and pricing and fees for Telix’s product candidates, if and after they are approved. Actual results, performance or achievements of Telix may differ materially from those expressed or implied by such statements, and the differences may be adverse. Accordingly, you should not place undue reliance on these forward-looking statements.

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1 Delta-like ligand 3, a cell surface protein overexpressed in high-grade neuroendocrine tumors and small cell lung cancer (SCLC).
2 Integrin Î±vÎ²6 is a protein on the cell surface overexpressed during wound healing and in cancer.
3 All references to AUD have been converted at the exchange rate of 1.614.
4 See the Appendix to this announcement and Appendix 3B filed with the ASX today for more details.
5 Telix ASX Announcement 20 December 2021
6 Telix ASX Announcement 2 November 2021
7 Telix ASX Disclosure 14 October 2022

Source: Telix Pharmaceuticals Limited

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