MONTREAL, Sept. 25, 2025 (GLOBE NEWSWIRE) -- Theratechnologies Inc. (“Theratechnologies” or the “Company”) (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, announced today the completion of the previously-announced plan of arrangement under Chapter XVI – Division II of the Business Corporations Act (Québec) involving CB Biotechnology, LLC (the “Purchaser”), an affiliate of Future Pak, LLC (“Future Pak”), pursuant to which the Purchaser has acquired all the issued and outstanding commo ...

Core Viewpoint - Theratechnologies Inc. has completed a plan of arrangement under Quebec's Business Corporations Act, resulting in the acquisition of all its common shares by CB Biotechnology, LLC for US$3.01 per share in cash, plus contingent value rights (CVRs) that could yield up to an additional US$1.19 per share if certain milestones are met [1][4]. Group 1: Acquisition Details - The Purchaser has acquired all issued and outstanding common shares of Theratechnologies for US$3.01 per share in cash [1]. - Each CVR entitles the holder to additional payments of up to US$1.19 per CVR based on the achievement of specific milestones [3]. - The fair market value of each CVR has been determined to be US$0.80 as of September 24, 2025, according to an independent third-party valuation [3]. Group 2: Shareholder and Regulatory Actions - Payments for the shares will be made to former shareholders as soon as practicable after the completion of necessary documentation [2]. - Following the completion of the arrangement, Theratechnologies' shares are expected to be de-listed from the Toronto Stock Exchange and Nasdaq Capital Market on September 26 and 25, 2025, respectively [4]. - The Company will apply to cease being a reporting issuer under Canadian securities laws and will deregister its shares under the U.S. Securities Exchange Act of 1934 [4]. Group 3: Company Background - Theratechnologies is a commercial-stage biopharmaceutical company focused on innovative therapies that aim to redefine standards of care [6]. - Future Pak, the Purchaser's affiliate, is a privately held contract manufacturer and distributor of pharmaceutical and nutraceutical products, established in 1977 [7].

Core Points - Theratechnologies Inc. has received final court approval for its plan of arrangement involving CB Biotechnology, LLC, an affiliate of Future Pak, LLC [1] - The arrangement was previously approved by the shareholders at a special meeting held on September 12, 2025 [1] - The company anticipates that the arrangement will be completed around September 25, 2025, pending the satisfaction of remaining closing conditions [2] Company Overview - Theratechnologies is a commercial-stage biopharmaceutical company focused on innovative therapies that aim to redefine standards of care [3] - The company is listed on both the TSX and NASDAQ under the ticker symbols TH and THTX, respectively [3] Future Pak Overview - Future Pak, established in 1977 and based in Wixom, Michigan, is a privately held contract manufacturer, packager, and distributor of pharmaceutical and nutraceutical products [4] - The company operates across various markets, including retail, specialty, and institutional, leveraging its infrastructure and partner network to provide quality-first, patient-centric solutions [4]

Group 1 - The Special Meeting of Shareholders of Theratechnologies is being recorded, and participants consent to the recording and use of personal information disclosed during the meeting [1] - Mr. Frank Holler, Chair of the Board of Directors of Theratechnologies, is leading the meeting [2]

Core Viewpoint - Theratechnologies Inc. has received shareholder approval for a plan of arrangement involving CB Biotechnology, LLC, an affiliate of Future Pak, LLC, under the Business Corporations Act (Québec) [1][2]. Group 1: Shareholder Approval - The arrangement resolution was approved by 97.44% of the votes cast by shareholders present in person or virtually, and by 97.43% when excluding certain votes as required by Multilateral Instrument 61-101 [2]. Group 2: Next Steps - The proposed arrangement is subject to customary closing conditions, including the issuance of a final order by the Superior Court of Québec, with a hearing scheduled for September 16, 2025 [3]. Group 3: Company Background - Theratechnologies is a specialty biopharmaceutical company focused on the commercialization of innovative therapies aimed at redefining standards of care [4]. - Future Pak, founded in 1977, is a privately held contract manufacturer, packager, and distributor of pharmaceutical and nutraceutical products, operating across various markets [5].

EGRIFTA WR™ offers convenience of weekly reconstitution and reduced daily injection volume, compared to EGRIFTA SV® Specialty pharmacies are now ordering EGRIFTA WR™ to fill prescriptions MONTREAL, Sept. 05, 2025 (GLOBE NEWSWIRE) -- Theratechnologies Inc. (“Theratechnologies” or the “Company”) (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, today announced the availability of EGRIFTA WR™ (tesamorelin) for injection for the reduction of excess abdominal fat in adult patients with HIV ...

Core Viewpoint - Theratechnologies Inc. has received recommendations from two independent proxy advisory firms, ISS and Glass Lewis, to vote "FOR" the special resolution for a plan of arrangement with CB Biotechnology, LLC, which involves a cash acquisition of the company's shares and contingent value rights [1][3][4]. Arrangement Details - The Purchaser will acquire all issued and outstanding common shares of Theratechnologies for a price of US$3.01 per Share in cash, plus one contingent value right per Share, which could provide additional cash payments of up to US$1.19 per CVR if certain milestones are achieved [2]. Recommendations from Advisory Firms - ISS recommends voting "FOR" the Arrangement due to the sizeable cash premium, additional upside from the CVRs, robust process, credible valuation, and non-approval risk [3]. - Glass Lewis supports the Arrangement, noting that the company undertook a reasonably extensive review process and that Future Pak presented the best offer after two broad market checks [4]. Board of Directors' Position - The Board of Directors unanimously recommends that shareholders vote "FOR" the Arrangement, considering it in the best interests of the company and fair to its shareholders [5]. Meeting Details - A special meeting for shareholders will be held on September 12, 2025, in a hybrid format, allowing both in-person and virtual attendance [6].

Core Viewpoint - Theratechnologies Inc. is in the process of a special meeting to discuss its acquisition by CB Biotechnology, LLC, with a proposed cash consideration of US$3.01 per share plus contingent value rights [1][3][5] Group 1: Acquisition Details - The proposed acquisition involves a cash payment of US$3.01 per share and one contingent value right per share, which could yield additional payments of up to US$1.19 per share based on certain milestones [3][7] - The arrangement represents a significant premium of 216% over the closing price on Nasdaq on April 10, 2025, prior to the announcement of the initial proposal [7][11] - The arrangement agreement was the result of a thorough sale process led by a special committee of independent directors, with fairness opinions provided by Barclays and Raymond James [5][6][11] Group 2: Meeting and Voting - The special meeting of shareholders is scheduled for September 12, 2025, in a hybrid format, with a proxy voting deadline of September 10, 2025 [1][11][16] - Shareholders are encouraged to review the management proxy circular for detailed information regarding the arrangement and to submit their votes [13][16] - Required shareholder approval for the arrangement includes at least 66⅔% of votes cast and a majority excluding certain shares [14] Group 3: Shareholder Support - Senior officers and directors, owning approximately 1.14% of the outstanding shares, have entered into voting agreements to support the arrangement [9] - Soleus Capital Master Fund, holding 10.4% of the outstanding shares, has expressed support for the arrangement [10] Group 4: Financial Context - The arrangement is positioned as a response to challenging capital market conditions for Nasdaq-listed biopharmaceutical companies, which have hindered growth financing [11] - The cash consideration provides immediate liquidity and value for shareholders, addressing the historically undervalued trading price of the shares [11][12]

Core Viewpoint - Theratechnologies Inc. is in the process of a special meeting to discuss its acquisition by CB Biotechnology, LLC, with a proposed cash consideration of US$3.01 per share plus contingent value rights [1][3][5] Group 1: Meeting and Arrangement Details - The special meeting of shareholders is scheduled for September 12, 2025, to consider the Arrangement Resolution for the acquisition [1][11] - The Arrangement involves the Purchaser acquiring all issued and outstanding common shares of the Company for US$3.01 per share in cash, plus contingent value rights [3][4] - An interim order has been granted by the Superior Court of Québec to authorize the meeting and related materials [4] Group 2: Board and Special Committee Recommendations - The Board and the Special Committee unanimously recommend that shareholders vote in favor of the Arrangement, citing it as fair and in the best interests of the Company [5][6] - Fairness opinions from Barclays and Raymond James support the conclusion that the Arrangement is fair from a financial perspective [11] Group 3: Financial Considerations and Premium - The proposed cash consideration represents a significant premium of 216% over the closing price on April 10, 2025, prior to the announcement of the initial proposal [7][11] - The contingent value rights could provide additional cash payments of up to US$1.19 per share, depending on the achievement of certain milestones [3][11] Group 4: Shareholder Support and Voting - Senior officers and directors, owning approximately 1.14% of the outstanding shares, have entered into voting agreements to support the Arrangement [9] - Soleus Capital Master Fund, holding 10.4% of the outstanding shares, has expressed support for the Arrangement [10] Group 5: Background and Strategic Process - The Company undertook a targeted market check and engaged with multiple potential acquirers before entering into the Arrangement Agreement with Future Pak [11] - The process included extensive negotiations and consideration of various offers, ultimately leading to the current Arrangement [11]

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]