On September 29, 2022 Viewpoint Molecular Targeting, Inc. ("Viewpoint" or the "Company"), a radiopharmaceutical company developing precision lead-212-based α-particle oncology therapeutics and complementary diagnostic imaging agents, reported that it has entered into a definitive agreement to merge with Isoray, Inc (NYSE AMERICAN:ISR), a medical technology company and innovator in seed brachytherapy (Press release, Viewpoint Molecular Targeting, SEP 29, 2022, https://viewpointmt.com/viewpoint-molecular-targeting-announces-transformational-merger/ [SID1234621541]).
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Under the terms of the agreement, a newly formed wholly owned subsidiary of Isoray will merge with and into Viewpoint, with Viewpoint continuing as the surviving corporation and a wholly owned subsidiary of Isoray. At the effective time of the merger, each issued and outstanding share of common stock of Viewpoint will be converted into the right to receive 3.3212 shares of Isoray common stock. Other than cash paid in lieu of fractional shares, there will be no cash consideration paid in connection with the merger. Following completion of the merger, the stockholders of Viewpoint will own 49% of the fully diluted outstanding capital stock of Isoray.
The merger is subject to approval by the shareholders of both Isoray and Viewpoint along with other customary closing conditions including receipt by Isoray of a fairness opinion and any necessary governmental or regulatory approvals. Upon closing, the size of Isoray’s board of directors will increase to 5 with 2 directors to be designated by Viewpoint and 3 directors to be designated by Isoray. Lori Woods will be one of the directors appointed by Isoray and will serve as the chairperson. Thijs Spoor, Viewpoint’s current CEO, will be one of the directors appointed by Viewpoint and will serve as Isoray’s CEO.
Additional details along with the merger agreement can be found in Isoray Inc.’s 8-K which was filed with the Securities and Exchange Commission.
Viewpoint Molecular Targeting CEO Thijs Spoor said, "I believe the combination of Isoray, and Viewpoint presents a unique platform company in the precision radiation therapy market. The companies’ shared vision of treating cancer from the inside out and pioneering effective, personalized cancer fighting therapies that aim to minimize unwanted side effects presents a compelling proposition for patients, clinicians, and investors. At Viewpoint Molecular Targeting, we believe this proposed merger brings together two innovative medical technology companies to create a dynamic new force to make cancer care more personalized."
Isoray CEO Lori Woods commented, "The proposed merger with Viewpoint represents a culmination of a long and rigorous process. Throughout our strategic evaluations of opportunities, we have examined the evolving therapies and approaches that signal the future of cancer treatments. In line with our focus on ‘treating cancer from the inside out,’ one therapeutic area that has been of great interest to us is targeted alpha therapy. We have been following it closely and we believe that it has significant potential. It is our belief that the merger with Viewpoint Molecular Targeting represents a solid fit with Isoray’s existing business. It allows us to pursue an enhanced path forward in evolving the technology that we believe will have a significant impact on the future of cancer treatments and the company as we build on our complementary strengths."