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MONTREAL - Theratechnologies Inc. (TSX:TH) (NASDAQ:THTX) announced Monday it has filed and begun mailing proxy materials for a special shareholder meeting on September 12, 2025, regarding its proposed acquisition by CB Biotechnology, an affiliate of Future Pak.
Under the proposed arrangement, shareholders would receive US$3.01 per share in cash plus one contingent value right (CVR) potentially worth up to an additional US$1.19 per share if certain company milestones are achieved.
The cash consideration represents a 216% premium to Theratechnologies’ closing price on Nasdaq on April 10, 2025, the day before Future Pak announced its initial non-binding proposal. This premium aligns with the company’s strong market performance, as InvestingPro data shows a remarkable 139% return over the past year. InvestingPro subscribers have access to 10+ additional exclusive insights about Theratechnologies, including detailed valuation metrics and growth forecasts.
The company’s board unanimously recommends shareholders vote in favor of the transaction, following a recommendation from a special committee of independent directors. Both Barclays Capital and Raymond James provided fairness opinions stating the consideration is fair from a financial perspective.
The arrangement resulted from a thorough sale process that included targeted market checks beginning in 2023, with the company contacting 20 potential bidders and receiving four unsolicited inquiries before ultimately reaching an agreement with Future Pak.
Senior officers and directors holding approximately 1.14% of outstanding shares have agreed to vote for the arrangement. Soleus Capital Master Fund, which holds 10.4% of shares, has indicated it intends to support the transaction.
The company cited challenges in financing growth through public markets as a micro-cap biopharmaceutical company as one factor supporting the transaction.
For the arrangement to proceed, it requires approval by at least 66⅔% of votes cast at the meeting and a majority of minority shareholders. The proxy voting deadline is 10:00 a.m. Eastern time on September 10, 2025.
The information in this article is based on a press release statement from Theratechnologies.
In other recent news, Theratechnologies Inc. has announced its second-quarter 2025 earnings, prompting Jones Trading to maintain its Hold rating on the company. The biopharmaceutical firm has entered into an acquisition agreement with CB Biotechnology, an affiliate of Future Pak. This deal values Theratechnologies at $3.01 per share in cash, with an additional contingent value right (CVR) of up to $1.19 per share. The total potential value of the acquisition could reach $4.20 per share. Jones Trading noted that the full CVR is likely to pay out by the end of the three-year post-close period, assuming the acquisition with Future Pak is finalized. Previously, Jones Trading had downgraded Theratechnologies from a Buy to a Hold following the acquisition announcement. These developments are part of the company’s recent strategic moves.
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