Theratechnologies receives interim order in acquisition by CB Biotechnology

Theratechnologies (THTX) has filed and is in the process of mailing the management proxy circular and related materials in connection with its special meeting of shareholders of the Company to be held in a hybrid format on Friday, September 12, 2025 at 10:00 a.m. in connection with its previously announced transaction to be acquired by CB Biotechnology, an affiliate of Future Pak. The Meeting has been called to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving a statutory plan of arrangement involving the Company and the Purchaser. Pursuant to the Arrangement, the Purchaser will acquire all the issued and outstanding common shares of the Company for a price of $3.01 per Share in cash plus one contingent value right per Share to be issued by the Purchaser, less any applicable withholdings. The CVRs provide the right to additional aggregate cash payments of up to $1.19 per CVR if certain Company milestones as described in the Circular are achieved. The Company has been granted an interim order from the Superior Court of Quebec authorizing various matters, including the calling and holding of the Meeting and the mailing of the Circular and related materials and other matters related to the conduct of the Meeting. The entering into of the arrangement agreement dated July 2, 2025 among the Purchaser, Future Pak and the Company is the result of the sale process previously announced by the Company that was led by a special committee of independent directors of the Company, advised by independent legal and financial advisors, and extensive arm’s length negotiations conducted between the Company and Future Pak and their respective advisors. The Special Committee, after receiving fairness opinions from Barclays Capital and Raymond James, and upon the consideration of a number of other factors, has unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders, and recommends Shareholders to vote in favour of the Arrangement at the Meeting. The board of directors of the Company after careful consideration, and after consulting with outside legal and financial advisors and having taken into account a number of factors and matters it considered relevant, as well as the unanimous recommendation from the Special Committee, unanimously determined that the Arrangement is in the best interests of the Company and is fair to its Shareholders, and unanimously recommends that Shareholders vote FOR the Arrangement at the Meeting.