In early August, Curium announced an agreement to buy Lantheus for $102.50 a share in cash. On top of that, Lantheus shareholders will receive contingent value rights (CVRs) that could pay up to $12 more per share if certain sales milestones are hit through 2030. All in, the deal is valued at up to about $8 billion. Once it closes, which the companies expect in the first half of 2027, Lantheus will no longer be a public company.
The strategic case is easy to see. Curium brings a global manufacturing network and a theranostics pipeline. Lantheus brings a complementary radiodiagnostics business in the U.S. Together, they cover far more of the nuclear medicine market than either does on its own, from making the products to getting them to patients.
What I find most interesting about this deal, though, is the structure, and what it means for the people who will have to integrate the two companies.
How CVRs work, and why buyers use them
Buyers and sellers rarely agree on what future growth is worth. The seller looks at its pipeline and sees years of strong sales ahead. The buyer sees the same pipeline and sees risk. That gap in expectations is one of the most common reasons deals stall.
A CVR is one way to close that gap. The buyer pays a fixed price at closing, and then pays more later if specific targets are met. The seller gets credit for the upside it believes in. The buyer only pays for that upside if it actually shows up. For a company like Lantheus, where future sales depend on how products perform in the market, it’s a sensible way to get a deal done.
The disagreement doesn’t disappear
However, a CVR doesn’t make the valuation debate go away. It moves it to after close and turns it into a scorecard. Every milestone now has a dollar value attached, and former shareholders will be watching closely to see whether those targets are hit.
That creates real questions for the integration team, and in many deals they don’t get answered until well after closing:
- Who inside the combined company owns each milestone?
- Which integration decisions could help or hurt the sales those milestones depend on?
- How will progress be measured and reported, and who signs off on the numbers?
- What happens if the cost savings in the integration plan pull in a different direction from the CVR targets?
That last question matters more than it might seem. Integration plans usually look for efficiencies, such as combining sales teams, consolidating distribution or cutting overlapping roles. Some of those moves could save money in the short term while putting a sales milestone at risk.
Building the integration around the milestones
If part of the purchase price depends on future sales, I’d build the integration plan around protecting those sales from the start. That means doing a few things during diligence rather than after close.
First, map the products, sales teams and customer relationships behind each milestone. You need to know exactly which parts of the business drive the numbers the CVRs are tied to.
Second, decide which parts of the business should be left largely alone, at least for a while. If a commercial team is performing well against a milestone, a reorganization in year one may not be worth the disruption.
Third, assign clear ownership. Someone in the combined company needs to be accountable for each milestone, with the authority to protect it and the reporting to show progress.
Structure and integration can’t be separate conversations
In many companies, deal structure is handled by the deal team and lawyers, and integration is handled by a different group that gets involved later. A deal like this shows why that separation is risky. The terms of the CVR effectively set some of the integration priorities, whether the integration team knows it or not.
The practical lesson for any acquirer is to bring integration leaders into the conversation while the structure is still being negotiated. They’re the ones who will have to deliver what the contract promises, and they’ll often spot conflicts that the deal team misses.
Camilo Franco, who leads M&A integration and operations at Jamf, put it well in an M&A Science interview: “If the people understand the ‘why’, then we can move into the ‘how’.” When part of a deal’s value depends on future milestones, the whole integration team needs to understand that why from the beginning.
The bottom line
CVRs are a smart tool for bridging a valuation gap, and I expect we’ll see more of them as buyers and sellers keep disagreeing about growth. Just remember that the gap doesn’t close at signing. If you agree to pay for proof later, decide on day one who is responsible for producing it.
Sources
- Curium Announces Definitive Agreement to Merge with Lantheus, Lantheus press release, Aug 3, 2026
- Curium Announces Definitive Agreement to Merge with Lantheus, BioSpace, Aug 3, 2026
