Theratechnologies to be acquired by CB Biotechnology for $254M

Theratechnologies (THTX) announced that it has entered into a binding arrangement agreement with CB Biotechnology, an affiliate of Future Pak, a privately held contract manufacturer, packager and distributor of pharmaceutical and nutraceutical products, whereby the Purchaser will acquire all the issued and outstanding common shares of the company for $3.01 per share in cash plus one contingent value right per share for additional aggregate cash payments of up to $1.19 per CVR if certain milestones as described below are achieved. The total Transaction consideration, assuming full payment of the CVRs, is $254M. The Transaction will be implemented by way of a plan of arrangement under the Business Corporations Act and is expected to close during the company’s fourth quarter ending November 30, 2025, subject to customary closing conditions, including the receipt of required shareholder approval and the approval of the Superior Court of Quebec. The Transaction will be funded by Future Pak through a combination of debt financing and cash on hand. Future Pak has received a debt commitment letter from its lenders for a $220M credit facility. The debt financing is subject to limited conditions.