iTeos to be acquired by Concentra for $10.047 per share in cash plus CVR

iTeos Therapeutics (ITOS) entered into a definitive merger agreement whereby Concentra Biosciences will acquire iTeos for $10.047 in cash per share of iTeos common stock par value $0.001 per share, plus one non-transferable contingent value right, which represents the right to receive: 100% of the closing net cash of iTeos in excess of $475M; and 80% of any net proceeds received from any disposition of certain of iTeos’ product candidates that occurs within six months following the closing. Following a strategic review process conducted with the assistance of iTeos’ management and legal and financial advisors, the iTeos board of directors has unanimously determined that the acquisition by Concentra is in the best interests of all iTeos stockholders and has approved the merger agreement and related transactions. Pursuant and subject to the terms of the merger agreement, Concentra will commence a tender offer by August 1, 2025, to acquire all outstanding shares of iTeos common stock for the Offer Consideration. The closing of the offer is subject to certain conditions, including the tender of a number of shares of iTeos common stock that, together with shares of iTeos Common Stock owned by Concentra or its affiliates, represents at least a majority of the total number of outstanding shares, the availability of at least $475M of cash at closing, and other customary closing conditions. Immediately following the closing of the offer, iTeos will be acquired by Concentra, and all remaining shares not tendered in the offer, other than shares owned directly or indirectly by iTeos, Concentra or a subsidiary thereof, or a holder who properly demands appraisal, will be converted into the right to receive the same Offer Consideration per share of iTeos Common Stock as is provided in the offer. Subject to the satisfaction or waiver of customary closing conditions, the transaction is expected to close in the third quarter of 2025.