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Theratechnologies Inc, a commercial-stage biopharmaceutical company, announced that it has entered into a binding arrangement agreement with CB Biotechnology, LLC, an affiliate of Future Pak, LLC, a privately held contract manufacturer, packager and distributor of pharmaceutical and nutraceutical products, whereby the CB Biotechnology will acquire all the issued and outstanding common shares of the company for US$3.01 per share in cash plus one contingent value right (CVR) per share for additional aggregate cash payments of up to US$ 1.19 per CVR if certain milestones as described below are achieved (transaction). The total transaction consideration, assuming full payment of the CVRs, is US$ 254 million.
The cash portion of the consideration offered to the company’s shareholders under the Transaction and the combined cash and CVR consideration (assuming maximum payment of the CVR) represent substantial and compelling premiums of 126% and 216%, respectively, to the closing price on the Nasdaq Capital Market on April 10, 2025, the date prior to the announcement of Future Pak’s initial non-binding proposal, and of 90% and 165%, respectively, to the 30-day volume weighted average share price for the period ending on April 10, 2025.
The arrangement agreement is the result of the sale process previously announced by the company that was led by a special committee of independent directors of the company (Special Committee).
“This transaction is the result of a thorough and deliberate sale process aimed at maximizing value for our shareholders,” stated Frank A. Holler, chair of the board of directors of Theratechnologies. “Future Pak’s interest in acquiring Theratechnologies represents a vote of confidence in the company we’ve built, recognizing our achievements in bringing innovative medicines to patients and the outstanding contributions of our dedicated employees.”
“This acquisition marks a watershed moment in the nearly 50-year history of Future Pak, and the evolution of a growth strategy implemented nearly a decade ago,” said Nirav Patel, chief growth officer at Future Pak. “The addition of the Theratechnologies’ portfolio will expand our reach, drive further growth and enhance patient access. We are excited to take this next step with Theratechnologies and look forward to unlocking its full potential, while maintaining a steadfast focus on patient care, quality and a continuous supply of product to the market. This transaction would not be possible but for the immeasurable contributions of both past and present Future Pak employees dating back to its founding in 1977.”
Pursuant to the Transaction, the Purchaser will acquire all the issued and outstanding common shares of the Company for US$ 3.01 per share in cash plus one CVR per share, which will entitle the holder thereof to additional aggregate cash payments of up to US$ 1.19 per CVR, if the following company milestones are achieved, subject to a maximum aggregate payment of US$ 65 million to all holders of CVRs: For the 12-month period ending on each of the 12-, 24- and 36- month anniversaries of the closing of the Transaction, if the EGRIFTA franchise gross profit for such 12-month period surpasses US$ 40 million, 50% of the profits surpassing such figure will be distributed pro rata to CVR holders within 45 days of the end of each such 12-month period; if the cumulative EGRIFTA franchise gross profit during the 36-month period following the closing of the Transaction exceeds US$ 150 million, a one-time payment of US$ 10 million will be distributed pro rata to CVR holders within 30 business days of the achievement of such milestone; and if the cumulative gross profit from the EGRIFTA and Trogarzo franchises during the 36-month period following the closing of the Transaction exceeds US$ 250 million, a one-time payment of US$15 million will be distributed pro rata to CVR holders within 30 business days of the achievement of such milestone.
In each of the above instances, should the relevant milestones not be met, then no additional consideration will be payable to the holders of CVRs in relation to such milestone.
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