Theratechnologies (NASDAQ: THTX) Inc enters into Definitive Agreement to be Acquired by CB Biotechnology
Theratechnologies (NASDAQ:THTX) Inc. (“Theratechnologies” or the “Company”) (TH) (THTX), a commercial-stage biopharmaceutical company, today announced that it has entered into a binding arrangement agreement with CB Biotechnology, LLC (the “Purchaser”), an affiliate of Future Pak, LLC (“Future Pak”), a privately held contract manufacturer, packager and distributor of pharmaceutical and nutraceutical products, whereby the Purchaser will acquire all the issued and outstanding common shares of the Company for US$3.01 per share in cash plus one contingent value right (“CVR”) per share for additional aggregate cash payments of up to US$1.19 per CVR if certain milestones as described below are achieved (the “Transaction”). The total Transaction consideration, assuming full payment of the CVRs, is US$254 million.
The cash portion of the consideration offered to the Company’s shareholders under the Transaction and the combined cash and CVR consideration (assuming maximum payment of the CVR) represent substantial and compelling premiums of 126% and 216%, respectively, to the closing price on the Nasdaq Capital Market (“Nasdaq”) on April 10, 2025, the date prior to the announcement of Future Pak’s initial non-binding proposal, and of 90% and 165%, respectively, to the 30-day volume weighted average share price for the period ending on April 10, 2025.
The arrangement agreement is the result of the sale process previously announced by the Company that was led by a special committee of independent directors of the Company (the “Special Committee”).
“This transaction is the result of a thorough and deliberate sale process aimed at maximizing value for our shareholders,” stated Frank A. Holler, Chair of the Board of Directors of Theratechnologies. “Future Pak’s interest in acquiring Theratechnologies represents a vote of confidence in the company we’ve built, recognizing our achievements in bringing innovative medicines to patients and the outstanding contributions of our dedicated employees.”
“This acquisition marks a watershed moment in the nearly 50-year history of Future Pak, and the evolution of a growth strategy implemented nearly a decade ago,” said Nirav Patel, Chief Growth Officer at Future Pak. “The addition of the Theratechnologies’ portfolio will expand our reach, drive further growth and enhance patient access. We are excited to take this next step with Theratechnologies and look forward to unlocking its full potential, while maintaining a steadfast focus on patient care, quality and a continuous supply of product to the market. This transaction would not be possible but for the immeasurable contributions of both past and present Future Pak employees dating back to its founding in 1977.”
