iTeos Therapeutics to be Acquired by Concentra Biosciences for $10.047 per Share

iTeos Therapeutics has entered into a definitive merger agreement with Concentra Biosciences, where Concentra will acquire iTeos for $10.047 in cash per share plus a non-transferable contingent value right. The acquisition is expected to close in the third quarter of 2025, subject to certain conditions. iTeos' board of directors has unanimously approved the merger agreement, which is in the best interests of all iTeos stockholders.

iTeos Therapeutics, Inc. (Nasdaq: ITOS) has entered into a definitive merger agreement with Concentra Biosciences, LLC, under which Concentra will acquire iTeos for $10.047 in cash per share, along with a non-transferable contingent value right (CVR). The acquisition is expected to close in the third quarter of 2025, subject to several conditions. iTeos' board of directors has unanimously approved the merger agreement, which is in the best interests of all iTeos stockholders.

The CVR represents the right to receive 100% of the closing net cash of iTeos in excess of $475 million and 80% of any net proceeds received from any disposition of certain of iTeos’ product candidates that occurs within six months following the closing. Concentra is expected to initiate a tender offer by August 1, 2025, to acquire all outstanding shares of iTeos, subject to several conditions, including achieving a minimum cash threshold and the tender of a majority of share ownership.

Following a strategic review process conducted with the assistance of iTeos’ management and legal and financial advisors, the iTeos board of directors has determined that the acquisition by Concentra is in the best interests of all iTeos stockholders and has approved the merger agreement and related transactions. The closing of the offer is subject to certain conditions, including the tender of a number of shares of iTeos common stock that, together with shares of iTeos Common Stock owned by Concentra or its affiliates, represents at least a majority of the total number of outstanding shares, the availability of at least $475 million of cash (net of transaction costs and other liabilities) at closing, and other customary closing conditions.

Advisors TD Cowen is acting as exclusive financial advisor to iTeos, and Ropes & Gray LLP is acting as legal counsel to iTeos. Gibson, Dunn & Crutcher LLP is acting as legal counsel to Concentra.

This acquisition offers iTeos stockholders a cash payment of $10.047 per share, providing immediate liquidity and a premium on their investment. The deal includes a non-transferable contingent value right that potentially allows shareholders to benefit from future net cash and proceeds from product candidates, which could enhance shareholder value. The unanimous approval by the iTeos board of directors indicates that the merger is viewed as beneficial and strategically sound, ensuring alignment with stockholder interests.

However, the acquisition by Concentra may indicate that iTeos is unable to sustain itself as an independent company, potentially signaling financial weakness. There are significant conditions tied to the closing of the transaction, such as the need for at least $475 million in cash, which introduces uncertainty about the merger's completion. The press release highlights the risk of litigation related to the transaction, which could incur substantial costs and liabilities for iTeos.

The forward-looking statements in this press release speak only as of the date of this press release. iTeos undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable law.

For further information, please contact:
Matthew Gall
Investor and Media Contact
iTeos Therapeutics, Inc.
matthew.gall@iteostherapeutics.com

[1] https://investors.iteostherapeutics.com/news-releases/news-release-details/iteos-therapeutics-enters-agreement-be-acquired-concentra
[2] https://www.nasdaq.com/articles/iteos-therapeutics-inc-enters-merger-agreement-concentra-biosciences-llc-10047-share