Theratechnologies Inc. (THTX,TH.TO) has agreed to be taken private by CB Biotechnology, LLC, an affiliate of Future Pak, LLC, for US$3.01 per share in cash, plus one contingent value right or CVR per share. Each CVR entitles shareholders to potential additional cash payments of up to US$1.19, contingent on certain milestones. The total transaction value, assuming full CVR payout, amounts to US$254 million.
The cash portion of the consideration offered to the company's shareholders under the Transaction and the combined cash and CVR consideration represent substantial and compelling premiums of 126% and 216%, respectively, to the closing price on the Nasdaq Capital Market on April 10, 2025, the date prior to the announcement of Future Pak's initial non-binding proposal, and of 90% and 165%, respectively, to the 30-day volume weighted average share price for the period ending on April 10, 2025.
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 US$220 million credit facility.
The arrangement agreement contains non-solicitation covenants on the part of the Company, subject to customary "fiduciary out" and "right to match" provisions. A termination fee of US$6 million would be payable by the Company to the Purchaser in certain circumstances, including in the context of a superior proposal supported by the Company. The Company would also be entitled to a reverse termination fee of US$12 million payable by the Purchaser to the Company if the Transaction is not completed in certain circumstances.
Following completion of the Transaction, the company will become a privately held company, will apply to cease to be a reporting issuer under Canadian securities laws and will deregister its shares with the U.S. Securities and Exchange Commission. The common shares will no longer be publicly traded on the Toronto Stock Exchange and on the Nasdaq.
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