Shares of Theratechnologies Inc. (NASDAQ: THTX) jumped 32.63% to $3.13 during the pre-hour session after the announcement of a definitive purchase agreement. Following THTX’s signing of a deal with CB Biotechnology, LLC, a division of Future Pak, LLC, a renowned private contract manufacturer, distributor, and packager in the pharmaceutical and nutraceutical sectors, the stock price increased.
Important Acquisition Information and Appraisal
In addition to one contingent value right (CVR) per share, the buyer will pay $3.01 in cash for all issued and outstanding common shares of Theratechnologies. Each CVR allows for further aggregate payments of up to $1.19 per share, raising the potential transaction value to $254 million, provided that specific commercial or regulatory milestones are reached.
The cash offer alone is a 90% premium over Theratechnologies’ 30-day volume-weighted average and a 126% premium over the closing price on April 10, 2025, the day before Future Pak’s first non-binding proposal. When including the CVR, the premium escalates to 216% and 165% over the same metrics, respectively.
Strategic Process and Shareholder Value
This acquisition stems from a previously disclosed sale process overseen by a special committee of independent directors. The process was structured to maximize shareholder value. The interest from Future Pak signals strong confidence in Theratechnologies’ innovation pipeline and market potential. The strategic move is also expected to bolster Future Pak’s growth trajectory and broaden patient access through an expanded therapeutic portfolio.
Closing Timeline and Post-Transaction Outlook
The transaction is to be executed via a statutory plan of arrangement under Québec’s Business Corporations Act and is slated to close in the fourth quarter of fiscal 2025, pending shareholder and court approvals. Funding will be supported by a $220 million debt facility in addition to cash reserves.
Upon closing, Theratechnologies (THTX) will transition to a private entity, delist from both the Nasdaq and Toronto Stock Exchange, and cease to be a reporting issuer in Canada and the U.S.
