MONTREAL, Sept. 02, 2025 (GLOBE NEWSWIRE) — Theratechnologies Inc. (“Theratechnologies” or the “Company”) (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, is pleased to announce that two leading independent proxy advisory firms, Institutional Shareholders Services Inc. (“ISS”) and Glass Lewis & Co. LLC (“Glass Lewis”), have each recommended that the shareholders of the Company (the “Shareholders”) vote “FOR” the special resolution (the “Arrangement Resolution”) to approve the plan of arrangement (the “Arrangement”) involving the Company and CB Biotechnology, LLC (the “Purchaser”), an affiliate of Future Pak, LLC (“Future Pak”), a privately held contract manufacturer, packager and distributor of pharmaceutical and nutraceutical products.
Pursuant to the Arrangement, the Purchaser will acquire all the issued and outstanding common shares of the Company (the “Shares”) for a price of US$3.01 per Share in cash (the “Cash Consideration”) plus (1) one contingent value right per Share to be issued by the Purchaser (a “CVR” and together with the Cash Consideration, the “Consideration”), less any applicable withholdings. The CVRs provide the right to additional aggregate cash payments of up to US$1.19 per CVR if certain Company milestones as described in the management proxy circular (the “Circular”) are achieved.
ISS recommends to vote FOR the Arrangement “due to the sizeable cash premium, additional upside from the CVRs, robust process, credible valuation, and non-approval risk”.
In making its recommendation “FOR” the Arrangement, Glass Lewis concluded that: “after review, we believe there is adequate cause for shareholders to support the proposed transaction at this time. The Company appears to us to have undertaken a reasonably extensive review process prior to executing the Arrangement Agreement. Notably, the board undertook two broad market checks within roughly the past 18 months, with Future Pak ultimately emerging with the best offer”.
The board of directors of the Company (the “Board”), 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 of independent directors of the Company, 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 special meeting (the “Meeting”) of Shareholders.
The Meeting will be held in a hybrid format on Friday, September 12, 2025 at 10:00 a.m. (Eastern time), in person at the offices of Fasken Martineau DuMoulin LLP located at 800 Square Victoria, Suite 3500, Montreal, Québec, Canada and virtually via live audio webcast at https://meetnow.global/MDUWLGW.
Copies of the plan of arrangement relating to the Arrangement and the Arrangement Agreement are available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca, on EDGAR at https://www.sec.gov/edgar/search and on the Company’s website at www.theratech.com.
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Theratechnologies (TSX: TH) (NASDAQ: THTX) is a specialty biopharmaceutical company focused on the commercialization of innovative therapies that have the potential to redefine standards of care. Further information about Theratechnologies is available on its website at www.theratech.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Follow Theratechnologies on LinkedIn and X.
This press release contains forward-looking statements and forward-looking information (collectively, “Forward-Looking Statements”), within the meaning of applicable securities laws, that are based on our management’s beliefs and assumptions and on information currently available to our management. You can identify Forward-Looking Statements by terms such as “may”, “will”, “if”, “should”, “could”, “promising”, “would”, “outlook”, “believe”, “plan”, “envisage”, “anticipate”, “expect” and “estimate”, or the negatives of these terms, or variations of them. The Forward-Looking Statements contained in this press release include, but are not limited to: the proposed Arrangement, including the proposed timing and various steps contemplated in respect of the Arrangement, including the anticipated date for the holding of the Meeting; the reasons for, and the anticipated benefits of, the Arrangement for the Company and its Shareholders; the solicitation of proxies by the Company; the achievement of the CVR milestones and the payout of any additional amounts to holders of CVRs; and other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts.
For additional risks and uncertainties about the Company’s business, please see the “Financial Risk Management” and “Risk Factors” sections of the Company’s 2024 annual management and discussion analysis, which is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca, and the section “Risk Factors” under the heading “Key Information” of the Company’s Form 20-F, which is available under the Company’s issuer profile on EDGAR at https://www.sec.gov/edgar/search. Readers should carefully consider the matters set forth in the section entitled “Risk Factors.” Readers are cautioned that the foregoing list of factors is not exhaustive and undue reliance should not be placed on Forward-Looking Statements. As a result, readers are advised that actual results may differ materially from expected results. Unless otherwise required by applicable securities laws, the Company expressly disclaims any intention, and assumes no obligation to update or revise any Forward-Looking Statements whether as a result of new information, future events or otherwise.
Investors and media may contact media@futurepak.com.