Theratechnologies Inc. (NASDAQ:THTX) experienced a sharp 34% jump in its stock price after revealing it has signed a binding agreement to be acquired by CB Biotechnology, a subsidiary of Future Pak, at a price of up to $4.20 per share.
The deal includes an initial cash payment of $3.01 per share along with one contingent value right (CVR) per share, which could provide additional payments up to $1.19 if specified milestones are met. This brings the total potential deal value to approximately $254 million.
The upfront cash price alone represents a 126% premium over Theratechnologies’ closing price on April 10, just before Future Pak’s initial non-binding offer was made public. Factoring in the maximum CVR payout, the premium rises to 216%.
“This transaction is the result of a thorough and deliberate sale process aimed at maximizing value for our shareholders,” said 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.”Frank A. Holler, Chair of Theratechnologies’ Board, commented, “This agreement is the outcome of a careful and strategic sale process designed to maximize shareholder value. Future Pak’s bid reflects confidence in the company we have built, highlighting our success in delivering innovative therapies and the dedication of our team.”
The contingent payments are linked to performance goals tied to the company’s EGRIFTA and Trogarzo franchises over the three years following the closing.
Future Pak, a privately owned contract manufacturer, packager, and distributor specializing in pharmaceutical and nutraceutical products, plans to finance the acquisition through a mix of debt and available cash.
The transaction has received unanimous approval from Theratechnologies’ Board of Directors and is anticipated to close in the company’s fourth quarter, ending November 30, 2025, pending shareholder approval and other standard closing conditions.
Upon completion, Theratechnologies will transition to a privately held company and will be delisted from both the Toronto Stock Exchange and Nasdaq.
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