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]

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].

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 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 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]