Telix to Acquire RLS to Expand North American Manufacturing and Distribution Platform

Telix to Acquire RLS to Expand North American Manufacturing and Distribution Platform

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WilmerHale is advising Telix Pharmaceuticals Limited (ASX: TLX), a biopharmaceutical company focused on the development and commercialization of therapeutic and diagnostic radiopharmaceuticals and associated medical devices in its acquisition of RLS (USA) Inc., America’s only Joint Commission-accredited radiopharmacy network distributing PET, SPECT and therapeutic radiopharmaceuticals. The acquisition of RLS is aligned to Telix’s investment strategy around vertically integrated supply chain, manufacturing and distribution, further enabling the delivery of future clinical and commercial radiopharmaceutical products.

The purchase price comprises upfront cash consideration of US$230 million before adjustments for cash and cash equivalents (net of restricted cash); debt and debt equivalents; transaction expenses; and working capital and deferred cash consideration up to a maximum of US$20 million, contingent on achievement of certain milestones related to demonstration of accretive financial and operational performance during the four-quarters following closing. Closing of the transaction is subject to customary conditions, including regulatory approvals, RLS shareholder approval, licence transfers and certain third-party consents. The acquisition is expected to close early in the first quarter of 2025.

The WilmerHale team advising Telix consisted of Andrew Bonnes, Rylee Wells, Ashton Kennedy and Samuel Goldsmith on corporate matters; Amy Null, Amanda Albert and Ciara Baker on employee compensation and benefits matters; Julie Murphy on labor and employment matters; Julie Hogan Rodgers and Benjamin Kelsey on tax matters; Doug Burton, Brett Jackson, Armen Grigorian and Paula Mercer on real estate matters; Brandt Tierney on finance matters; David Gold, Shannon Morrissey, Kate Thoreson and Jordan Brown on regulatory and environmental matters; Bruce Manheim, Reade Jacob, Blake Sweat and Nora Xu on healthcare matters; Jason Chipman, Barry Hurewitz, Leslie Harrelson, Jarrod Carman and Shervin Taheran on export control and government contracts matters; Kirk Nahra and Ali Jessani on privacy matters; Hartmut Schneider and Carla Gilbertson on antitrust matters; and Sarah Hogan and Jenna Ventorino on IP matters.

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