• Transformational merger reinforces Telix's long-term growth strategy as a vertically integrated radiopharmaceutical company with enhanced capabilities across development, isotope production and global manufacturing, underpinned by commercial excellence and the industry's most extensive therapeutic pipeline.
• ITM is the world's leading supplier of therapeutic radioisotopes, with broad capabilities spanning lutetium-177 (¹⁷⁷Lu), actinium-225 (²²⁵Ac) and terbium-161 (¹⁶¹Tb) production.
• ITM is the only producer of globally scaled commercial-grade ¹⁷⁷Lu and serves as a key supplier for both commercially available and future therapeutic radiopharmaceuticals.
• ITM's commercial-scale and profitable isotope production business significantly contributes to cash generation while deepening Telix's supply chain for isotopes required for its therapeutics pipeline.
• ITM's complementary pipeline includes ITM-11 (¹⁷⁷Lu-edotreotide), a novel therapeutic candidate for the treatment of gastroenteropancreatic neuroendocrine tumors (GEP-NETs), which has successfully completed Phase 3 development, potentially accelerating Telix's entry into a validated commercial market for targeted radionuclide therapy (TRT).
• Upfront consideration of 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 Telix Shares at US$11.84^[1] per share, released as Nasdaq ADRs after the respective escrow periods.
• Additional contingent consideration of up to US$700 million upon achievement of future regulatory approvals and commercial sales milestones for ITM-11.
• The transaction is subject to Telix Shareholder approval and other customary closing conditions.

Telix Pharmaceuticals Limited  announces it has signed a strategic agreement to lead a merger with ITM Isotope Technologies Munich SE ("ITM"), a global leader in radioisotope production and radiopharmaceutical development.

The merger will further strengthen Telix's leadership as a vertically integrated radiopharmaceutical company with the capabilities required to develop, manufacture and deliver innovative treatments to patients globally. The combined organization will be uniquely positioned as a radiopharmaceutical industry leader, differentiated by a world-class scaled isotope manufacturing business with a validated global distribution network, a market-leading commercial precision medicine platform and the industry's most extensive therapeutic radiopharmaceutical pipeline.

Founded in 2004, ITM is a private company with a leading commercial scale radioisotope manufacturing and global distribution network spanning over 65 countries. ITM is a key supplier of ¹⁷⁷Lu and – with a compound annual growth rate (CAGR) of 40% from 2021 to 2025 – delivered annual revenue of US$273 million in 2025^[2]. This commercial momentum is underpinned by increasing global demand for TRT and radioisotopes for commercially approved products and assets under clinical development. The global nuclear medicine market is forecast to reach US$41 billion by 2034^[3].

ITM's late-stage novel pipeline is complementary to Telix and includes ITM-11 (¹⁷⁷Lu-edotreotide), a differentiated somatostatin receptor (SSTR)-targeted treatment for GEP-NETs. ITM-11 has completed a successful Phase 3 trial (COMPETE, NCT03049189)^[4] and fully enrolled a second indication expansion Phase 3 study (COMPOSE, NCT04919226) with an interim analysis expected in H1 2027. If approved, ITM-11 has the potential to accelerate Telix's entry into the commercial therapeutic market and expand its presence in neuroendocrine tumors, a commercially validated and clinically significant market for TRT.

The combined organization is expected to generate unaudited pro forma 2026 revenue and income exceeding US$1.3 billion^[5], based on management estimates. ITM's radioisotope manufacturing business is profitable and generates cash flow. Continued growth from manufacturing, cost savings and further targeted synergies and pipeline optimization are expected to support a positive EBITDA^[6] contribution in 2027^[7] and onward. If approved by health regulators, the launch of ITM-11 is expected to drive further upside, with the potential to generate additional high-margin therapeutic revenue in the near term.

Telix Managing Director and Group CEO, Dr. Christian Behrenbruch, said, "This merger positions Telix at the forefront of the consolidation that is occurring as the industry matures. ITM is the leader in radioisotope production, with deep scientific expertise and a track record of value-adding innovation. We have enjoyed a close working relationship with ITM for many years and there is strong management alignment for the rationale behind this transaction. By combining our complementary strengths, we will create a company with commercial scale, world-leading supply and the most exciting theranostic drug portfolio in the sector. Importantly, this combination further expands our late-stage therapeutic pipeline with two completed Phase 3 trials and deepens radioisotope security, while bringing together the mission-critical capabilities needed to deliver radiopharmaceutical treatments to patients around the world."

ITM Chief Executive Officer, Dr. Andrew Cavey, added, "Joining two radiopharmaceutical pioneers creates a company with unmatched breadth and depth across the value chain, supported by deep expertise and talent. Our management teams have a track record of working together and a nuanced understanding of our respective commercial strengths and customer relationships. Together, we believe Telix and ITM will be uniquely positioned to capitalize on rapidly growing global demand for radiopharmaceuticals to the benefit of both shareholders and patients."

Deal Terms

Under the terms of the agreement and subject to Shareholder approval, Telix will acquire 100% of the shares in ITM for US$1.65 billion upfront on a cash-free/debt-free basis expected as follows:

• US$1.25 billion will be paid to the sellers in the form of 105.8 million Telix shares (priced at the 30-day trailing VWAP as of signing of US$11.84^[1]) and released to the sellers as Nasdaq-listed ADRs at the end of their respective escrow periods;
• US$302 million of net debt will be assumed by Telix at closing; and
• US$96 million of management equity rollover and transaction expenses payable by the sellers^[8]; and in each case subject to closing adjustments.

Additional contingent consideration of up to US$700 million will become payable upon the achievement of specified regulatory approvals and sales milestones for ITM-11 as set out below:

• Up to US$250 million upon U.S. Food and Drug Administration (FDA) approval of ITM-11 across three different indications:
  • US$100 million upon FDA approval for expected first indication in G1-G2 GEP-NETs no later than December 31, 2027;
  • US$100 million upon FDA approval for G2-G3 GEP-NETs indication no later than December 31, 2030; and
  • US$50 million upon FDA approval for Lung NETs indication no later than December 31, 2031; and
• Up to US$450 million based on ITM-11 net global sales in FY 2030 in excess of US$150 million.

All milestone consideration will be payable in cash or Shares^[9] at Telix's election^[10]. Consideration paid to ITM Shareholders at closing is subject to financial adjustments at closing, indemnity holdbacks, and escrow (lockup) restrictions on the Shares issued at closing of up to 15 months which may be waived in limited part to allow the sellers to pay their tax and transaction expense liabilities.

Upon completion of the transaction, Telix Shareholders will own approximately 76.3% and ITM Shareholders will own approximately 23.7% of Telix shares on issue. The transaction has been approved by Telix's Board of Directors and, as of signing, Shareholders holding over 90%^[11] of ITM's Shares. The transaction is expected to close by the end of FY 2026 subject to Telix Shareholder approval as required under the ASX Listing Rules, regulatory approvals, and other customary closing conditions.

Refer to the Investor Presentation lodged today with the ASX for further information on the transaction.

A Notice of Meeting will be sent to Telix Shareholders for an extraordinary general meeting expected to be held in November 2026.

Advisors

Morgan Stanley Australia Limited acted as exclusive financial advisor to Telix. Sidley Austin LLP and Herbert Smith Freehills Kramer LLP acted as legal counsel to Telix. Centerview Partners acted as exclusive financial advisor to ITM. Latham & Watkins LLP acted as legal counsel to ITM.