Theratechnologies Announces Filing of Special Meeting Materials and Receipt of Interim Order in Relation to its Acquisition by CB Biotechnology, an Affiliate of Future Pak

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]