Theratechnologies Receives Interim Order for Acquisition by CB Biotechnology

Theratechnologies has filed its proxy circular and received an interim order for its acquisition by CB Biotechnology. The transaction involves a cash payment of $3.01 per share, plus a contingent value right for up to $1.19 per share. The acquisition is the result of a sale process led by a special committee of independent directors, who have recommended shareholders vote in favor of the arrangement. The board of directors has also unanimously recommended a vote in favor of the arrangement.

Montreal, Aug. 18, 2025 (GLOBE NEWSWIRE) -- Theratechnologies Inc. ("Theratechnologies" or the "Company") (TSX: TH) (NASDAQ: THTX) announced today that it has filed and is in the process of mailing the management proxy circular (the "Circular") and related materials in connection with its special meeting (the "Meeting") of shareholders of the Company (the "Shareholders") to be held in a hybrid format on Friday, September 12, 2025 at 10:00 a.m. (Eastern time). The meeting aims to consider and, if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving a statutory 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.

Under the Arrangement, the Purchaser will acquire all the issued and outstanding common shares of the Company for a price of US$3.01 per Share in cash (the "Cash Consideration") plus one contingent value right per Share (a "CVR") to be issued by the Purchaser. The CVRs provide the right to additional aggregate cash payments of up to US$1.19 per CVR if certain Company milestones are achieved. The Company has received an interim order from the Superior Court of Québec (Commercial Division) authorizing various matters related to the conduct of the Meeting.

The board of directors of the Company, after careful consideration and consultation with outside legal and financial advisors, has unanimously determined that the Arrangement is in the best interests of the Company and is fair to its Shareholders. The board recommends that Shareholders vote FOR the Arrangement at the Meeting. The consideration represents a substantial and compelling premium of 216% to the closing price on the Nasdaq on April 10, 2025, the date prior to the announcement of Future Pak’s initial non-binding proposal.

Shareholders are encouraged to review the Circular carefully and submit their proxies in advance of the proxy voting deadline of 10:00 a.m. (Eastern time) on September 10, 2025. 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. The record date for determining Shareholders entitled to receive notice of and vote at the Meeting has been fixed as the close of business on August 13, 2025.

[1] https://www.globenewswire.com/news-release/2025/08/18/3134927/0/en/Theratechnologies-Announces-Filing-of-Special-Meeting-Materials-and-Receipt-of-Interim-Order-in-Relation-to-its-Acquisition-by-CB-Biotechnology-an-Affiliate-of-Future-Pak.html