The CVR schedule is the buyer’s internal forecast, published. Curium committed $102.50 of a maximum $114.50, so 89.5% of consideration is certain, which reads as a confident buyer until you look at where the contingent 10.5% sits. It is not spread evenly. Two thirds of it hangs on prostate diagnostics behind a ladder that starts at $950 million and does not top out until $1.75 billion, and every rung is measured in a single fiscal year, 2030. Neurology gets a quarter of it at a $300 million bar with three separate years to clear it. DEFINITY, a category leader for twenty-five years, gets one dollar. Read those three structures side by side and you have Curium’s conviction gradient in public: DEFINITY is a bond, neurology is the growth call, prostate is the thing it will pay for but will not underwrite.

• The headline premium is the marketing number. All three premiums are struck to 21 May 2026, the last close before the sale leaked, which means the stock had already run. The 38% to 60-day VWAP is the figure that will travel; the 21% to unaffected close is the one that describes what a holder actually gets. When a board runs a full process including standalone and lands at 21%, the CVR is not transferring risk to the seller, it is bridging a price gap the cash could not close.
• Competitive frame: this is a diagnostics buyer paying up for distribution, not for a pipeline. Curium already has manufacturing at scale, 80 sites and a late-stage prostate programme of its own, and what it lacks is a US commercial channel. Lantheus supplies exactly that, plus entry into neurology and echocardiography. The overlap is also the antitrust exposure, because both parties sit in prostate diagnostics, which is the single largest CVR franchise and the most likely subject of a second request. A first-half 2027 close is roughly eleven months away and is doing visible work in that timeline.
• What to watch: PYLARIFY run-rate against that $950 million first rung, because it sets whether any CVR pays at all, and the TruVu technology transfer across the PET manufacturing network, which gates the franchise the whole waterfall rests on. Then watch the leverage. CapVest recapitalised Curium at about $7 billion last year and is now funding an $8 billion purchase with debt and equity and no financing condition. Lantheus meanwhile goes quiet for a year: guidance suspended, no Q2 call, and a proxy rather than an earnings cadence. Judge this deal on the proxy’s background section, not the press release.