CAMBRIDGE, Mass., Dec. 22,
2023 /PRNewswire/ -- Theseus Pharmaceuticals, Inc.
(NASDAQ: THRX) ("Theseus" or the "Company"), a clinical-stage
biopharmaceutical company focused on improving the lives of cancer
patients through the discovery, development, and commercialization
of transformative targeted therapies, today announced it has
entered into a definitive merger agreement (the "Merger Agreement")
whereby Concentra Biosciences, LLC ("Concentra") will acquire
Theseus for a price per share of Theseus common stock ("Theseus
common stock") of between $3.90 and
$4.05 in cash, consisting of (i) a
base cash price of $3.90 per share
(the "Base Price") and (ii) an additional cash amount of not more
than $0.15 per share at the closing
of the merger (together with the Base Price, the "Cash Amount"),
plus one non-tradeable contingent value right ("CVR") representing
the right to receive 80% of the net proceeds from any license or
disposition of Theseus' programs effected within 180 days of
closing of the merger and 50% of the potential aggregate value of
certain specified potential cost savings realized within 180 days
of the close of the merger, pursuant to a Contingent Value Rights
Agreement (the "CVR Agreement").
Following a thorough review process conducted with the
assistance of its legal and financial advisors, Theseus' Board of
Directors has determined that the acquisition by Concentra – of
which Tang Capital Partners, LP is the controlling shareholder – is
in the best interests of all Theseus shareholders, and has
unanimously approved the Merger Agreement.
Pursuant and subject to the terms of the Merger Agreement, a
wholly owned subsidiary of Concentra will commence a tender offer
(the "Offer") by January 9, 2024 to
acquire all outstanding shares of Theseus common stock. Closing of
the Offer is subject to certain conditions, including the tender of
Theseus common stock representing at least a majority of the total
number of outstanding shares; the availability of at least
$187.6 million of cash, net of
transaction costs, wind-down costs and other liabilities, at
closing, and other customary closing conditions. Theseus
shareholders holding approximately 59% of Theseus common stock have
signed support agreements under which such shareholders agreed to
tender their shares in the Offer and support the merger. The
acquisition is expected to close in February
2024.
Advisors
Leerink Partners is acting as exclusive financial advisor and
Goodwin Procter LLP is acting as legal counsel to Theseus. Gibson,
Dunn & Crutcher LLP is acting as legal counsel to
Concentra.
About Theseus Pharmaceuticals, Inc.
Theseus is a clinical-stage biopharmaceutical company focused on
improving the lives of cancer patients through the discovery,
development, and commercialization of transformative targeted
therapies. Theseus has focused on the development of THE-349, a
fourth-generation, selective epidermal growth factor receptor
inhibitor for C797X-mediated resistance to first- or later-line
osimertinib treatment in patients with non-small cell lung cancer,
a pan-variant BCR-ABL inhibitor for the treatment of
relapsed/refractory chronic myeloid leukemia and newly diagnosed
Philadelphia chromosome-positive
acute lymphoblastic leukemia, and a next-generation, highly
selective, pan-variant KIT inhibitor for the treatment of
early-line GIST. For more information, visit www.theseusrx.com.
Cautionary Statement Regarding Forward Looking
Statements
This release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements regarding Theseus'
beliefs and expectations and statements about the proposed Offer,
merger and related transactions contemplated by the Merger
Agreement (the "Transactions"), including the timing of and closing
conditions to the Transactions; the potential effects of the
proposed Transactions on Theseus; and the potential payment of
proceeds to the Theseus stockholders, if any, pursuant to the CVR
Agreement. These statements may be identified by their use of
forward-looking terminology including, but not limited to,
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"goal," "intend," "may," "might," "plan," "potential," "predict,"
"project," "should," "target," "will," and "would," and similar
words expressions are intended to identify forward-looking
statements. Forward-looking statements are neither historical facts
nor assurances of future performance and involve risks and
uncertainties that could cause actual results to differ materially
from those projected, expressed or implied by such forward-looking
statements. These risks and uncertainties include, but are not
limited to: the possibility that various closing conditions set
forth in the Merger Agreement may not be satisfied or waived,
including uncertainties as to the percentage of Theseus'
stockholders tendering their shares in the Offer; the possibility
that competing offers will be made; Theseus' ability to retain key
personnel; the risk that the Transactions may not be completed in a
timely manner, or at all, which may adversely affect Theseus'
business and the price of its common stock; significant costs
associated with the proposed Transactions; the risk that any
stockholder litigation in connection with the Transactions may
result in significant costs of defense, indemnification and
liability; the risk that activities related to the CVR Agreement
may not result in any value to the Theseus stockholders; and other
risks and uncertainties discussed in Theseus' most recent annual
and quarterly reports filed with the Securities and Exchange
Commission (the "SEC") as well as in Theseus' subsequent filings
with the SEC. As a result of such risks and uncertainties, Theseus'
actual results may differ materially from any future results,
performance or achievements discussed in or implied by the
forward-looking statements contained herein. There can be no
assurance that the proposed Transactions will in fact be
consummated. Theseus cautions investors not to unduly rely on any
forward-looking statements.
The forward-looking statements contained in this release are
made as of the date hereof, and Theseus undertakes no obligation to
update any forward-looking statements, whether as a result of
future events, new information or otherwise, except as expressly
required by law. All forward-looking statements in this document
are qualified in their entirety by this cautionary statement.
Additional Information and Where to Find It
The Offer described in this release has not yet commenced, and
this release is neither a recommendation, nor an offer to purchase
nor a solicitation of an offer to sell any shares of the common
stock of Theseus or any other securities. On the commencement
date of the Offer, a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related
documents, will be filed with the SEC by Concentra and its
acquisition subsidiary, and a Solicitation/Recommendation Statement
on Schedule 14D-9 will be filed with the SEC by Theseus. The Offer
to purchase the outstanding shares of the common stock of Theseus
will only be made pursuant to the offer to purchase, the letter of
transmittal and related documents filed as a part of the Schedule
TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A LETTER
OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING
THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER. Investors and security holders may obtain a free
copy of these statements (when available) and other documents filed
with the SEC at the website maintained by the SEC at www.sec.gov or
by directing such requests to the information agent for the Offer,
which will be named in the tender offer statement. Investors and
security holders may also obtain, at no charge, the documents filed
or furnished to the SEC by Theseus under the "Investors &
Media" section of Theseus' website at www.theseusrx.com.
For further information, please contact:
Theseus Pharmaceuticals, Inc.
IR@theseusrx.com
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SOURCE Theseus Pharmaceuticals