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Highlights
• Shareholders to receive USD3.01 cash plus up to USD1.19 via contingent value right
• Upfront and total offer reflect 126% and 216% premiums to pre-announcement Nasdaq price
• Transaction supported unanimously by Theratechnologies’ Board of Directors

Theratechnologies Inc. (TSX: TH) has entered into a binding arrangement agreement to be acquired by CB Biotechnology, LLC, an affiliate of Future Pak, for a total potential consideration of USD254 million. The proposed transaction includes an upfront cash payment of USD3.01 per share and one contingent value right (CVR) per share, offering additional payments of up to USD1.19 if specified milestones are achieved.

The arrangement follows a formal sale process led by an independent special committee. The cash component alone represents a 126 percent premium to Theratechnologies’ Nasdaq closing price on April 10, 2025, the day prior to the initial proposal from Future Pak. The combined potential consideration reflects a 216 percent premium.

The CVRs will offer additional payments tied to the performance of the company’s EGRIFTA and Trogarzo franchises over a 36-month period post-transaction. These include profit-based thresholds ranging from USD40 million annually to USD250 million cumulatively. If such milestones are not met, no CVR payments will be made.

Theratechnologies’ Board of Directors has unanimously recommended that shareholders vote in favor of the transaction. Supporting agreements have been signed with senior management and directors representing approximately 1.14 percent of issued shares.

The transaction will proceed via a statutory plan of arrangement under the Business Corporations Act (Québec). Closing is expected in the fourth quarter of fiscal 2025, pending shareholder and court approvals. Upon completion, Theratechnologies will become a privately held company and its shares will be delisted from both the TSX and Nasdaq.

Funding will be provided by Future Pak through a USD220 million credit facility and available cash. Legal and financial advisory support for the transaction is being provided to both parties by multiple firms.

Theratechnologies is a commercial-stage biopharmaceutical company focused on innovative therapies. Future Pak is a Michigan-based contract manufacturer and distributor active in pharmaceutical and nutraceutical markets.