Shareholders stand to receive a significant and attractive cash premium, as the purchase price of US$3.01, with a contingent value right for potential additional aggregate payments of up to US$1.19 per share, represents a compelling premium of 216% to the closing price on the Nasdaq on April 10, 2025, the date prior to the announcement of Future Pak’s initial non-binding proposal.Board unanimously recommends shareholders vote “FOR” the Arrangement.Shareholders are encouraged to review the circular carefully ...

Shareholders stand to receive a significant and attractive cash premium, as the purchase price of US$3.01, with a contingent value right for potential additional aggregate payments of up to US$1.19 per share, represents a compelling premium of 216% to the closing price on the Nasdaq on April 10, 2025, the date prior to the announcement of Future Pak’s initial non-binding proposal.Board unanimously recommends shareholders vote “FOR” the Arrangement.Shareholders are encouraged to review the circular carefully ...

Core Insights - Theratechnologies Inc. reported strong demand for EGRIFTA SV with record high patient enrollments, achieving nearly $37 million in revenue for the first half of fiscal 2025 despite a supply shortage impact of $10-$12 million in Q1 [2][6][28] - The company is set to launch EGRIFTA WR, an improved version of EGRIFTA SV, in Q3 2025, leveraging the momentum from the past year [2][29] - The company has withdrawn its Fiscal 2025 revenue and Adjusted EBITDA guidance due to an announced acquisition by an affiliate of Future Pak [3] Financial Performance - For Q2 2025, consolidated revenue was $17.7 million, a decrease of 19.5% year-over-year, while the first half revenue was $36.8 million, down 3.9% from the previous year [6][24] - EGRIFTA SV net sales in Q2 2025 were $11.1 million, down 31.3% from $16.2 million in Q2 2024, while Trogarzo net sales increased by 13.4% to $6.6 million [5][10] - Adjusted EBITDA for Q2 2025 was $906,000, down from $5.5 million in Q2 2024, primarily due to increased spending and lower revenues from EGRIFTA SV [20][34] Cost Structure - Cost of goods sold for Q2 2025 was $4.7 million, representing 26.5% of revenue, compared to 20.7% in Q2 2024 [12][13] - R&D expenses decreased significantly to $2.6 million in Q2 2025 from $4.7 million in Q2 2024, attributed to reduced spending in oncology and F8 formulation programs [14][15] - Selling expenses increased to $6.8 million in Q2 2025, driven by higher compensation expenses related to market preparations [17][18] Net Loss and Financial Position - The company reported a net loss of $4.5 million for Q2 2025, compared to a net profit of $987,000 in Q2 2024, with a total net loss of $4.3 million for the first half of 2025 [24][27] - As of May 31, 2025, cash amounted to $9.5 million, with positive cash flows from operating activities of $2.7 million, indicating improved liquidity [26][27] Future Outlook - The company anticipates that existing cash and cash equivalents will be sufficient to fund operations for at least the next 12 months [26][30] - The successful transition from EGRIFTA SV to EGRIFTA WR is critical for meeting future revenue and EBITDA targets [29][30]

Core Points - Theratechnologies Inc. held its annual meeting of shareholders in a virtual-only format and reported the voting results [1] - Shareholders elected candidates to the Board of Directors, appointed KPMG LLP as auditors, and approved a long-term incentive plan [2] Voting Results - Joseph Arena received 20,473,944 votes (84.03% for) with 3,890,222 abstentions (15.97%) [3] - Frank Holler received 19,089,786 votes (78.35% for) with 5,274,380 abstentions (21.65%) [3] - Paul Lévesque received 19,027,772 votes (78.10% for) with 5,336,394 abstentions (21.90%) [3] - Andrew Molson received 19,066,145 votes (78.25% for) with 5,298,021 abstentions (21.75%) [3] - Dawn Svoronos received 18,998,230 votes (77.98% for) with 5,365,936 abstentions (22.02%) [3] - Elina Tea received 19,163,502 votes (78.65% for) with 5,200,664 abstentions (21.35%) [3] - Dale Weil received 19,005,768 votes (78.01% for) with 5,358,398 abstentions (21.99%) [3] - Jordan Zwick received 19,618,725 votes (80.52% for) with 4,745,441 abstentions (19.48%) [3] Company Overview - Theratechnologies is a biopharmaceutical company focused on innovative therapies that aim to redefine standards of care [4]

Core Insights - Theratechnologies Inc. presented two significant studies at the 19th Annual American Conference for the Treatment of HIV, focusing on excess visceral abdominal fat (EVAF) in people with HIV (PWH) [1][2][3] VAMOS Analysis - The VAMOS study revealed that EVAF is linked to reduced muscle quality in aging PWH, with a prevalence of 58% among 170 participants [5] - Muscle quality declines with age (r= -0.465; p<0.0001) but is not significantly correlated with body mass index (BMI) (r= -0.118; p=0.124) [5] - Increased visceral fat correlates strongly with lower skeletal muscle quality (r= -0.445; p<0.0001), suggesting it may exacerbate age-related functional decline [5] Tesamorelin/GLP-1 RA Case Series - A case series demonstrated the effectiveness of combining tesamorelin and GLP-1 receptor agonists (RAs) in treating EVAF in PWH, with a mean waist circumference reduction of 1.3 inches [7] - After at least six months of combination therapy, patients experienced mean reductions in weight (-13 pounds), BMI (-2.2 kg/m²), and waist circumference (-3.4 inches), with six out of seven patients meeting their metabolic and body composition goals [7] - This is the first report of dual use of tesamorelin and GLP-1 RAs in PWH, highlighting their complementary mechanisms [7][8]

Core Insights - Theratechnologies (NASDAQ: THTX) shares are trading at approximately $2.52 as of April 18, 2025, despite an unsolicited proposal from Future Pak valuing the company between $3.51 and $4.50 per share [1] Company Summary - The current share price of Theratechnologies is significantly lower than the valuation proposed by Future Pak, indicating a potential investment opportunity [1]

Core Viewpoint - Theratechnologies Inc. is evaluating the potential sale of the company following a proposal from Future Pak, with a special committee overseeing the process [1][2] Group 1: Company Overview - Theratechnologies is a commercial-stage biopharmaceutical company focused on innovative therapies that aim to redefine standards of care [3] Group 2: Board and Committee Actions - The Board of Directors has authorized a special committee of independent directors to oversee the evaluation of the potential sale [1] - The special committee has engaged multiple advisors, including Barclays, Fasken, Raymond James, and Norton Rose Fulbright, to assist in the process [1] Group 3: Ongoing Operations - Despite ongoing discussions regarding the potential sale, the company reassures stakeholders that operations will continue as normal [2]

MONTREAL, April 11, 2025 (GLOBE NEWSWIRE) -- Theratechnologies Inc. ("Theratechnologies" or the "Company") (TSX:TH) (NASDAQ:THTX), a commercial-stage biopharmaceutical company, wishes to address its shareholders in response to a press release issued today by Future Pak, LLC ("Future Pak") regarding its proposals to acquire the Company. The Company believes its shareholders should be aware of the following: In August 2024, the Company received a first unsolicited non-binding proposal from Future Pak to acqui ...

Core Viewpoint - Theratechnologies Inc. is currently in discussions regarding a potential acquisition by Future Pak, LLC, with a special committee formed to evaluate the proposals and ensure the best interests of the Company and its stakeholders are met [1][2]. Group 1: Acquisition Proposals - Future Pak has conducted extensive due diligence on Theratechnologies and negotiations for a definitive agreement are ongoing [1]. - A "go shop" provision is expected to be included in any definitive agreement, allowing Theratechnologies to engage with other potential acquirers after the agreement is signed [1]. - The Company received an unsolicited non-binding acquisition proposal from Future Pak in August 2024, which was rejected due to unattractive terms [6]. Group 2: Special Committee and Advisors - A special committee of independent directors has been established to review acquisition proposals and determine the best course of action [2]. - The special committee is being advised by Barclays Capital Inc. as a financial advisor and Fasken Martineau DuMoulin LLP as external legal counsel [2]. Group 3: Future Engagements - Future Pak's proposals were made without completing due diligence beyond publicly available information, and the Company has indicated that Future Pak will have future opportunities to engage [6]. - The Company does not intend to provide further updates on the acquisition discussions to allow the special committee to focus on its mandate [3].

Financial Data and Key Metrics Changes - Total revenues for Q1 2025 reached $19 million, representing a 17% growth from the same period last year [10] - Adjusted EBITDA for Q1 2025 was $2.3 million, compared to an adjusted EBITDA loss of $247,000 in the same period last year [28] - The last 12 months adjusted EBITDA figure stands at $22.7 million on LTM sales of approximately $89 million, resulting in a margin of over 25% [28] Business Line Data and Key Metrics Changes - Net sales of EGRIFTA SV reached $13.9 million in Q1 2025, a 45% increase year-over-year from $9.6 million [30] - Trogarzo net sales in Q1 2025 amounted to $5.2 million, a decrease of 22% from $6.7 million in the same quarter last year [31] - Cost of goods sold decreased to $3.5 million from $5.3 million in the same quarter last year [32] Market Data and Key Metrics Changes - New enrollments for EGRIFTA SV were up 15% in Q1 2025 compared to the previous year, indicating a growing patient base [16] - The company experienced a temporary drug shortage that impacted sales, resulting in an estimated loss of $10 million in revenue [30] Company Strategy and Development Direction - The company is focusing on increasing the bottom line and is committed to prudent spending while expanding its portfolio through acquisitions and in-licensing of late-stage products [22][23] - The strategic priority is to find products that can drive meaningful synergies with the current infrastructure [23] - The company is preparing for the launch of olezarsen and donidalorsen in Canada later this year [24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery of the EGRIFTA franchise, citing increased recognition of excess visceral abdominal fat (EVAF) as a serious health condition [11][56] - The company anticipates continued growth in enrollments and patient numbers, indicating robust demand for its products [58] - Management is closely monitoring the impact of tariffs but does not foresee significant implications for its products [26][70] Other Important Information - The company has mapped out its supply chains in light of potential tariffs and does not expect significant impacts on its operations [26] - The transition from EGRIFTA SV to EGRIFTA WR is planned for early 2026, with a focus on ensuring a seamless process [52] Q&A Session Summary Question: Are you looking for new products in the same therapeutic areas? - The company aims to focus on late-stage products with a high chance of success and synergies with existing infrastructure [41][42] Question: How do you plan to facilitate the transition from EGRIFTA SV to EGRIFTA WR? - The transition will be carefully orchestrated to ensure payers are ready to reimburse the new product, with a planned six-month transition period [52] Question: Why is it taking so long for Trogarzo sales to stabilize? - The company is experiencing a loss of existing patients due to previous higher enrollments, but new enrollments are showing positive growth [64] Question: Do you foresee any tariff impacts on Trogarzo or Ionis products? - The company does not anticipate issues with Trogarzo due to transfer pricing and does not see risks for Ionis products manufactured in Europe [67][68] Question: What is the status of the NASH program? - The company is opportunistic regarding potential partnerships in the NASH space but is not currently focused on this area [72]