Theratechnologies Inc. (THTX, TH.TO) has agreed to be taken private by CB Biotechnology, LLC, an affiliate of Future Pak, LLC, in a transaction valued at up to $254 million. The deal offers shareholders $3.01 per share in cash plus one contingent value right (CVR) per share, with each CVR providing potential additional cash payments of up to $1.19 contingent on certain milestones.
Transaction Premium and Valuation
The cash portion of the consideration represents a substantial premium of 126% to the closing price on the Nasdaq Capital Market on April 10, 2025, the date prior to Future Pak's initial non-binding proposal announcement. When combined with the CVR consideration, the total premium reaches 216% to that closing price.
Relative to the 30-day volume weighted average share price ending April 10, 2025, the premiums stand at 90% for the cash portion alone and 165% for the combined cash and CVR consideration.
Financing Structure
Future Pak will fund the transaction through a combination of debt financing and cash on hand. The company has secured a debt commitment letter from its lenders for a $220 million credit facility to support the acquisition.
Deal Protection and Terms
The arrangement agreement includes standard non-solicitation covenants for Theratechnologies, subject to customary "fiduciary out" and "right to match" provisions. Under the terms, Theratechnologies would pay a $6 million termination fee to the purchaser in certain circumstances, including if the company supports a superior proposal. Conversely, Future Pak would owe a reverse termination fee of $12 million to Theratechnologies if the transaction fails to complete under specific circumstances.
Post-Transaction Structure
Upon completion of the acquisition, Theratechnologies will transition to a privately held company structure. The company plans to cease being a reporting issuer under Canadian securities laws and will deregister its shares with the U.S. Securities and Exchange Commission. Trading of common shares will end on both the Toronto Stock Exchange and Nasdaq following the transaction's closure.
