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]