Future Pak Affiliate CB Biotechnology to Acquire Theratechnologies for $254 Million

Theratechnologies Inc. (THTX) entered a merger agreement on July 2, 2025, to be acquired by CB Biotechnology, an affiliate of Future Pak, for $254 million.

Deal Structure:

Under the terms of the agreement, CB Biotechnology will acquire all the issued and outstanding common shares of Theratechnologies for $3.01 per share in cash plus one contingent value right (CVR) per share for additional aggregate cash payments of up to $1.19 per CVR if certain milestones are achieved.

The CVR milestones are as follows:

1. for each of the 12-, 24-, and 36-month anniversaries after the Transaction closes, if the EGRIFTA franchise earns more than $40 million in gross profit during the prior 12 months, 50% of the amount above $40 million will be paid to CVR holders, divided proportionally, within 45 days.
2. If total EGRIFTA gross profit exceeds $150 million within 36 months after the Transaction closes, a one-time $10 million payment will be shared proportionally with CVR holders within 30 business days.
3. If the combined gross profit from EGRIFTA and Trogarzo exceeds $250 million within 36 months of the Transaction closing, a one-time $15 million payment will be shared proportionally with CVR holders within 30 business days.

The cash consideration of $3.01 per share represents a 27.54% premium from the stock’s last close.

Company Profile:

Theratechnologies is a specialty biopharmaceutical company based in Montreal that develops and commercializes innovative therapies for HIV and oncology, including EGRIFTA for HIV-associated lipodystrophy and Trogarzo for multidrug-resistant HIV.

Future Pak is a privately held contract manufacturer, packager, and distributor of pharmaceutical and nutraceutical products, serving retail, specialty, and institutional markets from its headquarters in Wixom, Michigan.

Deal Details and Timeline:

In April, Theratechnologies received a buyout proposal valued at up to $255 million from Future Pak. Future Pak had offered a cash consideration range of $3.51 to $4.50 per share. The Theratechnologies stock was trading at $1.33 before the offer was announced.

The deal is expected to close by November 30, 2025.

The deal would be financed by Future Pak through a combination of debt and cash on hand. It has secured a commitment letter from its lenders for a $220 million credit facility.

Theratechnologies received financial advice from Barclays Capital and Raymond James, and legal support from Fasken Martineau DuMoulin and Norton Rose Fulbright Canada. On the CB Biotechnology side, Bourne Partners Securities gave financial advice, while Honigman and McMillan handled legal matters.

CB Biotechnology is paying 12.91 times EBITDA for Theratechnologies.

Deal Metrics:

For a more comprehensive understanding of this merger, visit the deal metrics page here:
Deal Metrics for the acquisition of Theratechnologies Inc. (THTX) by CB Biotechnology, LLC

The Deal Metrics page offers:

• A spread history chart of the merger from announcement to completion or failure.
• Progress updates of the merger including the expiration of the HSR period, regulatory approvals, shareholder votes, and more.
• News and SEC filings related to the merger.
• A history of deal updates.
• And a whole lot more.

Disclaimer: The information provided in this article is not intended as investment advice. Please conduct your own research or consult a financial advisor before making any investment decisions. We do not guarantee the accuracy or completeness of the information provided in this article.

Editor’s Note: Baranjot Kaur contributed to this article