Theratechnologies enters into Definitive Agreement to be Acquired by CB Biotechnology, an Affiliate of Future Pak

Core Viewpoint - Theratechnologies Inc. has entered into a binding arrangement agreement with CB Biotechnology, LLC for the acquisition of all its common shares at a price of US$3.01 per share in cash, plus contingent value rights (CVRs) that could yield additional payments of up to US$1.19 per CVR, totaling a potential transaction value of US$254 million assuming full CVR payments [1][5][10]. Transaction Details - The cash and CVR consideration represents significant premiums of 126% and 216% respectively compared to the closing price on April 10, 2025, prior to the announcement of the initial proposal [2][5]. - The transaction is the result of a sale process led by a special committee of independent directors, aimed at maximizing shareholder value [3][18]. - The transaction will be funded by Future Pak through a combination of debt financing and cash on hand, with a commitment for a US$220 million credit facility [11]. Milestones and CVR Payments - CVR holders may receive additional payments based on the achievement of specific milestones related to the EGRIFTA franchise gross profit, with potential distributions of up to US$65 million [6][7]. - If the EGRIFTA franchise gross profit exceeds US$40 million in any 12-month period, 50% of the excess will be distributed to CVR holders [6]. - Additional one-time payments of US$10 million and US$15 million may be made if cumulative gross profits exceed US$150 million and US$250 million respectively over a 36-month period [6]. Shareholder Approval and Governance - The transaction requires approval from at least 66⅔% of the votes cast by common shareholders at a special meeting [12]. - The Board of Directors has unanimously recommended that shareholders approve the transaction, deeming it fair and in the best interests of the company [18][19]. - Voting support agreements have been secured from senior management and directors holding approximately 1.14% of the common shares [13]. Post-Transaction Structure - Upon completion, Theratechnologies will become a privately held company and will cease to be a reporting issuer under Canadian securities laws [15]. - The common shares will no longer be publicly traded on the Toronto Stock Exchange and Nasdaq [15].