Latest news with #Theratechnologies
Yahoo
09-07-2025
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Theratechnologies: Fiscal Q2 Earnings Snapshot
MONTREAL (AP) — MONTREAL (AP) — Theratechnologies Inc. (THTX) on Wednesday reported a loss of $4.5 million in its fiscal second quarter. The Montreal-based company said it had a loss of 9 cents per share. The metabolic disorder drug company posted revenue of $17.7 million in the period. _____ This story was generated by Automated Insights ( using data from Zacks Investment Research. Access a Zacks stock report on THTX at Sign in to access your portfolio
Yahoo
09-07-2025
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Theratechnologies Reports Financial Results for the Second Quarter 2025
Q2 2025 total revenue of $17.7 million, and $36.8 million for the first six months of Fiscal 2025 Positive Adjusted EBITDA1 for the fifth straight quarter Subsequent to quarter end, Theratechnologies entered into a definitive agreement to be acquired by an affiliate of Future Pak MONTREAL, July 09, 2025 (GLOBE NEWSWIRE) -- Theratechnologies Inc. ('Theratechnologies' or the 'Company') (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, today reported business highlights and financial results for the second quarter 2025, ended May 31, 2025. All figures are in U.S. dollars unless otherwise stated. 'Demand for EGRIFTA SV® remains very strong and we are witnessing record high patient enrollments. During the first half of our fiscal year, we achieved close to $37 million in revenue despite an estimated negative impact of $10-$12 million from the EGRIFTA SV® shortage in the first quarter, which was subsequently resolved. Unique patients are back to normal levels, and new patient enrollments, another key metric, are at record highs. This, along with Trogarzo® net sales which have now stabilized as expected, indicates a return to our growth trajectory for the top and bottom lines in the coming quarters,' said Paul Lévesque, President and Chief Executive Officer. 'We are on track to bring EGRIFTA WRTM, a new and improved version of this important medication for people with HIV, to the market in the third quarter, capitalizing on the momentum created in the last 12 months.' __________1 This is a non-IFRS measure that is forward looking. The amount indicated diverges significantly from amounts achieved historically. See 'Non-IFRS and Non-US GAAP Measure' below for such historical amounts and a reconciliation thereof to the most directly comparable IFRS measure. Fiscal 2025 Revenue and Adjusted EBITDA GuidanceIn light of the previously announced agreement to be acquired by an affiliate of Future Pak, the Company is withdrawing its Fiscal 2025 revenue and Adjusted EBITDA guidance and will not be providing updated guidance. Summary of Financial ResultsThe financial results presented in this press release are taken from the Company's Management's Discussion and Analysis ('MD&A'), and interim consolidated financial statements ('Interim Financial Statements') for the three- and six- month periods ended May 31, 2025, which have been prepared in accordance with International Financial Reporting Standards ('IFRS'), as issued by the International Accounting Standards Board ('IASB'). The MD&A and the Interim Financial Statements can be found on SEDAR+ at on EDGAR at and at Unless specified otherwise, all capitalized terms have the meaning ascribed thereto in our MD&A. Revenue Summary for Second Quarter and First Half Fiscal 2025 Three monthsended May 31 % change Six monthsended May 31 %change 2025 2024 2025 2024 EGRIFTA SV® net sales 11,131 16,200 (31.3%) 25,011 25,786 (3.0%) Trogarzo® net sales 6,598 5,817 13.4% 11,765 12,478 (5.7%) Revenue 17,729 22,017 (19.5%) 36,776 38,264 (3.9%) RevenueFor the three- and six-month periods ended May 31, 2025, consolidated revenue was $17,729,000 and $36,776,000, compared to $22,017,000 and $38,264,000 for the same periods ended May 31, 2024, representing year-over-year decreases of 19.5% for the second quarter and 3.9% for the first half of Fiscal 2025 versus Fiscal 2024. For the second quarter of Fiscal 2025, net sales of EGRIFTA SV® were $11,131,000 compared to $16,200,000 in the second quarter of fiscal 2024, representing a decrease of 31.3% year-over-year. Lower sales of EGRIFTA SV® were mostly the result of lower unit sales (-24.9%), as a result of the supply disruption announced by the company in late 2024, and higher government chargebacks, rebates and others (-11.4%), mostly related to the Inflation Reduction Act ('IRA'), which includes new rebates enacted in late 2024 related to patients in the Medicare program. The decrease in sales was offset by a higher selling price (+5.0%). Net sales for the six-month period ended May 31, 2025, amounted to $25,011,000 compared to $25,786,000 in the same period in 2024, representing a decrease of 3.0%. Lower sales of EGRIFTA SV® were mostly the result of lower unit sales (-6.2%), as a result of the supply disruption announced by the Company in late 2024, and higher government chargebacks, rebates and others (-2.4%), mostly related to the Inflation Reduction Act ('IRA'), which includes new rebates enacted in late 2024 related to patients in the Medicare program. The decrease in sales was offset by a higher average selling price (+5.6%). Trogarzo® net sales in the second quarter of Fiscal 2025 amounted to $6,598,000 compared to $5,817,000 for the same quarter of 2024, representing an increase of 13.4% year-over-year. Higher sales of Trogarzo® in the quarter were mostly due to higher unit sales (+11.0%) and a higher selling price (+3.0%). Government rebates, chargebacks and others were stable in the quarter compared to Fiscal 2024. For the six-month period ended May 31, 2025, Trogarzo® net sales were $11,765,000 compared to $12,478,000 in the same period in 2024, or a decrease of 5.7%. Lower sales of Trogarzo® in the period were mostly due to lower unit sales (-4.1%) and higher government rebates, chargebacks (-4.7%), which were offset by a higher average selling price (+3.1%). Cost of Goods SoldFor the three- and six-months ended May 31, 2025, cost of goods sold was $4,699,000 and $8,182,000 compared to $4,547,000 and $9,831,000 for the same periods in fiscal 2024. Three monthsended May 31 Six monthsended May 31 2025 2024 2025 2024 ($000s) % ofRevenue ($000s) % ofRevenue ($000s) % ofRevenue ($000s) % ofRevenue EGRIFTA SV® 1,290 11.6% 1,549 9.6% 2,098 8.4% 3,436 9.6% Trogarzo® 3,409 51.7% 2,998 51.5% 6,084 51.7% 6,395 51.5% Total 4,699 26.5% 4,547 20.7% 8,182 22.2% 9,831 20.7% For the six-month period ended May 31, 2025, EGRIFTA SV® cost of goods sold was reduced by the reversal of an inventory provision in the first quarter of 2025 ($713,000), which was recorded in the fourth quarter of 2024, related to the manufacturing of batches of F8 Formulation recorded prior to approval of the F8 Formulation by the FDA. In the six-month period ended May 31, 2024, EGRIFTA SV® cost of goods sold was increased by this inventory provision ($1,088,000). For the three- and six-month periods ended May 31, 2025, the percentage of revenue for the cost of goods sold of EGRIFTA SV® excluding these provision changes has increased, mainly due to higher raw materials prices. Trogarzo® cost of sales is contractually established at 52% of net sales, subject to periodic adjustment for returns or other factors. R&D Expenses R&D expenses in the three- and six-month periods ended May 31, 2025, amounted to $2,614,000 and $5,583,000 compared to $4,725,000 and $8,477,000 in the comparable periods of fiscal 2024. R&D expenses in the three-month period ended May 31, 2024 include the accelerated depreciation ($766,000) of equipment used as part of the preclinical oncology research activities, following the decision to cease early-stage R&D activities. For the three- and six-month periods ended May 31, 2025, the decrease in R&D expenses is mainly explained by the reduction of spending in our oncology program, as well as lower spending on the F8 Formulation, which was approved in March 2025. R&D expenses(in thousands of dollars) Three monthsended May 31 Six monthsended May 31 2025 2024 %change 2025 2024 %change Oncology Laboratory research and personnel 31 1,033* -97% 63 1,366* -95% Pharmaceutical product development 13 44 -70% 61 157 -61% Phase 1 clinical trial 68 588 -88% 153 977 -84% Medical projects and education 242 278 -13% 448 504 -11% Salaries, benefits and expenses 1,284 1,271 1% 2,726 2,614 4% Regulatory activities 417 376 11% 874 807 8% Trogarzo® IM formulation - 6 -100% - 26 -100% Tesamorelin formulation development 260 448 -42% 832 1,052 -21% F8 human factor studies 5 5 -% (5) 7 -171% European activities 46 50 -8% 57 52 10% Travel, consultants, patents, options, others 343 308 11% 663 579 15% Restructuring costs - 318 -100% - 336 -100% Tax Credits (95) (33) 187% (289) (65) 344% Total 2,614 4,725 -45% 5,583 8,477 -34% * Including accelerated depreciation ($766,000) of equipment used in the oncology program, following the decision to cease R&D activities related to the oncology program Selling Expenses Selling expenses increased to $6,840,000 and $13,310,000 for the three- and six-month periods ended May 31, 2025, compared to $6,367,000 and $12,068,000 for the same periods last year. The increase in selling expenses Fiscal 2025, is due in large part to higher compensation expense, due to lower vacancies and hiring related to market preparation for the Ionis in-licensed products. The amortization of the intangible asset value for the EGRIFTA SV® and Trogarzo® commercialization rights is also included in selling expenses. As such, we recorded amortization expense of $361,000 and $722,000 for the three- and six-month periods ended May 31, 2025 compared to $360,000 and $720,000 in the same periods of Fiscal 2024. General and Administrative Expenses General and administrative expenses in the three- and six-month periods ended May 31, 2025, amounted to $5,480,000 and $9,710,000 compared to $3,090,000 and $6,846,000 reported in the comparable periods of fiscal 2024. The increase in General and Administrative expenses in the second quarter of 2025 is largely due to professional fees ($1,359,000) incurred with respect to the sale process announced by the Company on April 15, 2025. The increases for the three- and six- month periods ended May 31, 2025 are also due to higher professional fees and higher stock-based compensation. Adjusted EBITDAAdjusted EBITDA was $906,000 for the second quarter of fiscal 2025 and $3,227,000 for the six-month period ended May 31, 2025, compared to $5,459,000 and $5,212,000 for the same periods of Fiscal 2024. The decrease is mainly explained by higher spending detailed above, and lower revenues attributable to the supply shortage of EGRIFTA SV® which occurred in the first quarter of Fiscal 2025. See 'Non-IFRS and Non-US-GAAP Measure' below and 'Reconciliation of Adjusted EBITDA' below for a reconciliation to Net Loss for the relevant periods. Net Finance Costs Net finance costs for the three- and six-month periods ended May 31, 2025, were $2,312,000 and $3,783,000 compared to $2,183,000 and $4,308,000 for the comparable periods of Fiscal 2024. Net finance costs in the second quarter of Fiscal 2025 included interest of $995,000, versus $2,313,000 in the second quarter of Fiscal 2024 and a $1,074,000 loss on financial instruments carried at fair value. Net finance costs in the six-month period ended May 31, 2025 included interest of $2,001,000 versus $4,587,000 in the six-month period of Fiscal 2024 and a $1,524,000 loss on financial instruments carried at fair value. The decrease in interest expense is the result of the lower interest rates and lower long-term debt outstanding on the Company's new credit facilities. For the three-month and six-month periods ended May 31, 2025, the decrease in interest expense was offset by lower interest income as a result of our overall lower cash balances and by a loss on financial instruments carried at fair value. Net finance costs for the three- and six-month periods ended May 31, 2025, also included accretion expense of $112,000 and $231,000, compared to $382,000 and $756,000 for the comparable periods in 2024. Income Tax Expense Income tax expense amounted to $246,000 and $553,000 in the three- and six-month periods ended May 31, 2025, versus $118,000 and $228,000 in the same periods last year. The increase in the three- and six month periods ended May 31, 2025 over the same periods of 2024 is attributable to the higher net fiscal income generated by our operations. The Company recorded $95,000 in Canadian federal non-refundable tax credits in the three-month period ended May 31, 2025 against research and development expenses, and $289,000 in the six-month period ended May 31, 2025, which largely offsets the Canadian federal income tax payable. Net Loss (Profit) Net loss for the second quarter ended May 31, 2025, amounted to $4,462,000 compared to a net profit of $987,000 in Fiscal 2024. For the six-month periods ended May 31, 2025 and 2024 the Company recorded net losses of $4,345,000 and $3,494,000, respectively. Financial Position, Liquidity and Capital Resources Liquidity and future operations As part of the preparation of the Interim Financial Statements, management is responsible for identifying any event or situation that may cast doubt on the Company's ability to continue as a going concern. As of the issuance date of the Interim Financial Statements, the Company expects that its existing cash and cash equivalents as of May 31, 2025, together with cash generated from its existing operations will be sufficient to fund its operating expenses and debt obligations requirements for at least the next 12 months from the issuance date of these interim financial statements. Considering the recent actions of the Company, material uncertainty that raised substantial doubt about the Company's ability to continue as a going concern was alleviated effective from the first quarter interim financial statements. For the six-month period ended May 31, 2025, the Company generated a net loss of $4,345,000 (2024- $3,494,000) and had positive cash flows from operating activities of $2,659,000 (2024- $(1,998,000)). As at May 31, 2025, cash amounted to $9,459,000 and the accumulated deficit was $421,196,000. The Company's ability to continue as a going concern requires the Company to continue to achieve positive cash flows through revenues generation and managing expenses and meet the covenants of the TD Credit Agreement and the IQ Credit Agreement at all times, which require testing on a quarterly basis. On January 9, 2025, the Company announced a temporary supply disruption for EGRIFTA SV® caused by an unexpected voluntary shutdown of the Company's contract manufacturer's facility in the third quarter of 2024 following an inspection by the US Food and Drug Administration. The manufacturer has resumed manufacturing of EGRIFTA SV®, in November 2024. In order to resume distribution of EGRIFTA SV®, the Company was required to file a Prior Approval Supplement ('PAS') with the FDA describing the changes made by its manufacturer. The Company filed the PAS on December 18, 2024. On April 7, 2025, the FDA approved the PAS, allowing the Company to continue releasing EGRIFTA SV® to the market without further authorization from the FDA. The Company's ability to continue as a going concern for a period of at least, but not limited to, 12 months from May 31, 2025 involves significant judgement and is dependent on continued generation of revenues including a successful transition from EGRIFTA SV® to EGRIFTA WR™ in order to be able to meet the Adjusted EBITDA covenants. The Interim Financial Statements have been prepared assuming the Company will continue as a going concern, which assumes the Company will continue its operations in the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Analysis of cash flows We ended the second quarter of Fiscal 2025 with $10,139,000 in cash, bonds and money market funds. Available cash is invested in highly liquid fixed income instruments including governmental and municipal bonds, and money market funds. For the three-month period ended May 31, 2025, cash used by operating activities before changes in operating assets and liabilities was $1,679,000, compared to cash generated of $2,616,000 in the comparable period of Fiscal 2024. In the second quarter of Fiscal 2025, changes in operating assets and liabilities had a positive impact on cash flow of $14,082,000 (2024-negative impact of $2,906,000). These changes included positive impacts from a decrease in accounts receivable ($10,989,000), an increase in accounts payable ($2,700,000), and higher provisions ($1,013,000). Higher inventories had a negative impact on cash flow of $755,000. During the second quarter of Fiscal 2025, cash used by financing activities totalled $6,885,000 in cash, mostly related to the reimbursement of capital on the TD Bank Credit Facility ($6,786,000), which includes $5,000,000 drawn on the Revolving Credit Facility during the first quarter of 2025. Reconciliation of Adjusted EBITDA(In thousands of dollars) Three-month periods endedMay 31 Six-month periods endedMay 31 2025 2024 2025 2024 Net income (loss) (4,462 ) 987 (4,345 ) (3,494 ) Add : Depreciation and amortization2 473 1,262 964 1,779 Net Finance costs3 2,312 2,183 3,783 4,308 Income taxes 246 118 553 228 Share-based compensation 978 340 1,626 967 Inventory provision4 - 251 (713 ) 1,088 Transaction costs 1,359 - 1,359 - Restructuring costs - 318 - 336 Adjusted EBITDA 906 5,459 3,227 5,212 __________2 Includes depreciation of property and equipment, amortization of intangible, other assets and right-of-use assets.3 Includes all finance income and finance costs consisting of: Foreign exchange, interest income, accretion expense and amortization of deferred financing costs, interest expense, bank charges, gain or loss on financial instruments carried at fair value and loss on debt modification and gain on lease termination. 4 Inventory provision pending marketing approval of the F8 Formulation. About Theratechnologies 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 the Company's website at on SEDAR+ at and on EDGAR at Follow Theratechnologies on Linkedin and X. Non-IFRS and Non-US GAAP The information presented in this press release includes a measure that is not determined in accordance with IFRS or U.S. generally accepted accounting principles ('U.S. GAAP'), being the term 'Adjusted EBITDA'. 'Adjusted EBITDA' is used by the Company as an indicator of financial performance and is obtained by adding to net profit or loss, finance income and costs, depreciation and amortization, impairment loss on intangible assets, income taxes, share-based compensation from stock options, certain transaction costs new this period), certain restructuring costs and certain write-downs (or related reversals) of inventories. 'Adjusted EBITDA' excludes the effects of items that primarily reflect the impact of long-term investment and financing decisions rather than the results of day-to-day operations. The Company believes that this measure can be a useful indicator of its operational performance from one period to another. The Company uses this non-IFRS measure to make financial, strategic and operating decisions. 'Adjusted EBITDA' is not a standardized financial measure under the financial reporting framework used to prepare the financial statements of the Company to which the measure relates and might not be comparable to similar financial measures disclosed by other issuers. A quantitative reconciliation of Adjusted EBITDA is presented above under the table titled 'Reconciliation of Adjusted EBITDA'. Forward-Looking Information 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", "should", "could", '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, statements regarding: (i) our expectations regarding tsales of EGRIFTA SV®, EGRIFTA WRTM and Trogarzo®; and (ii) our ability and capacity to launch EGRIFTA WRTM successfully in the United States in the third quarter of 2025. Although the Forward-Looking Statements contained in this press release are based upon what the Company believes are reasonable assumptions in light of the information currently available, investors are cautioned against placing undue reliance on these statements since actual results may vary from the Forward-Looking Statements. Certain assumptions made in preparing the Forward-Looking Statements include that (i) sales of EGRIFTA SV®, EGRIFTA WRTM and Trogarzo® will grow over time; (ii) we will be successful in obtaining the reimbursement of EGRIFTA WRTM by public and private payors; (iii) we will have the ability to deliver EGRIFTA WRTM to pharmacies in the third quarter of 2025; (iv) our suppliers of EGRIFTA SV® and EGRIFTA WRTM will be able to manufacture these drugs and will be able meet market demands for these products; (v) the announcement of the acquisition of the Company by an affiliate of Future Pack will close (vi) the Company will not be involved in any material litigation; and (vii) we will be in compliance with the covenants, obligations and undertakings contained in the TD Credit Agreement and the IQ Credit Agreement. Forward-Looking Statements assumptions are subject to a number of risks and uncertainties, many of which are beyond Theratechnologies' control that could cause actual results to differ materially from those that are disclosed in or implied by such Forward-Looking Statements. These risks and uncertainties include, but are not limited to: (i) the Company's ability and capacity to grow the sales of EGRIFTA SV®, EGRIFTA WRTM and Trogarzo® successfully in the United States; (ii) the Company's capacity to meet supply and demand for its products; (iii) the market acceptance of EGRIFTA WRTM in the United States; (iv) the Company's ability and capacity to provide pharmacies with EGRIFTA WRTM in the third quarter of 2025; (v) the Company's ability to obtain reimbursement coverage for EGRIFTA WRTM; (vi) the continuation of the Company's collaborations and other significant agreements with its existing commercial partners and third-party suppliers and its ability to establish and maintain additional collaboration agreements; (vii) the Company's success in continuing to seek and maintain reimbursements for EGRIFTA SV® and Trogarzo® by third-party payors in the United States; (viii) the success and pricing of other competing drugs or therapies that are or may become available in the marketplace; (ix) the discovery of a cure for HIV; (x) the Company's failure to meet the terms and conditions set forth in the TD Credit Agreement and the IQ Credit Agreement resulting in an event of default and entitling the lenders to foreclose on all of our assets resulting in a material adverse effect on the Company and impeding the closing of its acquisition by an affiliate of Future Pack under the arrangement agreement; (xi) unknown safety or efficacy issues with our approved drug products causing a decrease in demand for those products or a recall; and (xii) the failure to close the transaction with an affiliate of Future Pack. We refer current and potential investors to the risk factors described under Item 3.D of our annual information form filed under Form 20-F dated February 26, 2025 available on SEDAR+ at and on EDGAR at under Theratechnologies' public filings for additional risks related to the Company. The reader is cautioned to consider these and other risks and uncertainties carefully and not to put undue reliance on Forward-Looking Statements. Forward-Looking Statements reflect current expectations regarding future events and speak only as of the date of this press release and represent our expectations as of that date. We undertake no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise, except as may be required by applicable law. Contacts: Investor inquiries:Investor inquiries:Philippe DubucSenior Vice President and Chief Financial Officerpdubuc@ Media inquiries:Julie SchneidermanSenior Director, Communications & Corporate Affairscommunications@
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04-07-2025
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Theratechnologies shares surge 25% amid $254m Future Pak takeover
Contract manufacturer Future Pak will acquire Theratechnologies in a $254m deal, bringing an end to a drawn-out sale process of the Canadian HIV-specialist biopharma. Via its affiliate CB Biotechnology, US-headquartered Future Pak will purchase shares in Theratechnologies for $3.01 each plus a contingent value right (CVR) of $1.19 on the achievement of future milestones. Shares in Theratechnologies increased 25% at market open following the takeover announcement. The drugmaker has a market cap of $144.6m. The transaction, which will bring the currently Nasdaq-listed Theratechnologies back under private ownership, means Future Pak is paying a cash premium of 126% on the last closing share price for the biopharma. Theratechnologies has two products in the HIV arena that are approved by the US Food and Drug Administration (FDA), namely Egrifta (tesamorelin F8) and Trogarzo (ibalizumab-uiyk). Egrifta is approved to reduce excess visceral abdominal fat in adults with HIV and lipodystrophy while Trogarzo is indicated for the treatment of HIV-1 infection in heavily treatment-experienced adults with multidrug resistance. Egrifta WR took over from Egrifta SV in March 2025, offering a more convenient formulation. Expected to close in Q4, the deal will close a sale process that has fluctuated over the past year. Future Pak's first attempt to acquire Theratechnologies was rebuffed in August 2024, with the biopharma deeming the $100m offer too low. Future Pak returned to the deal table in January 2025. Theratechnologies had already entered an exclusivity agreement with another potential acquirer, meaning Future Pak was once again turned away. Theratechnologies eventually opened the sale process to other parties, opening the door for a potential deal with the contract manufacturer. In April 2025, Future Pak tabled a $255 offer, which has now been accepted by the drugmaker. Theratechnologies reported 2024 revenue of $85.9m, a 5% increase from the $81.8m accumulated in 2023. Whilst the company reported a positive EBITDA for the year, it struggled with supply for Egrifta WR due to an issue with a contract manufacturer. Still, sales of the drug grew 12%, unlike Trogarzo, which dropped 8% due to 'competitive pressures' in the multidrug-resistant segment of the HIV market. 'This transaction is the result of a thorough and deliberate sale process aimed at maximising value for our shareholders,' stated Frank Holler, Theratechnologies' chair of the board of directors. 'Future Pak's interest in acquiring Theratechnologies represents a vote of confidence in the company we've built, recognising our achievements in bringing innovative medicines to patients and the outstanding contributions of our dedicated employees.' Last year, Future Pak also made multiple unsuccessful attempts to acquire Vanda Pharmaceuticals, the developer of sleep disorder drug Hetlioz. Cycle Therapeutics ultimately won out, acquiring in a $466m deal. "Theratechnologies shares surge 25% amid $254m Future Pak takeover" was originally created and published by Pharmaceutical Technology, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
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03-07-2025
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Theratechnologies to Announce Second Quarter 2025 Financial Results
MONTREAL, July 03, 2025 (GLOBE NEWSWIRE) -- Theratechnologies Inc. ('Theratechnologies' or the 'Company') (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, today announced the Company will report financial results for its second quarter 2025 ended May 31 on Wednesday, July 9, 2025. Given the announcement of July 2, 2025, concerning the acquisition of the Company, a conference call will not be held. About Theratechnologies 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 the Company's website at on SEDAR+ at and on EDGAR at Follow Theratechnologies on Linkedin and X. Contacts: Investor inquiries:Philippe Dubuc Senior Vice President and Chief Financial Officer pdubuc@ 1-438-315-6608 Media inquiries:Julie SchneidermanSenior Director, Communications & Corporate Affairscommunications@ in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
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03-07-2025
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Theratechnologies enters into Definitive Agreement to be Acquired by CB Biotechnology, an Affiliate of Future Pak
Offer of US$3.01 in cash plus one contingent value right for potential additional aggregate payments of up to US$1.19 per share Upfront and total potential cash consideration represent respectively a 126% and 216% premium to Nasdaq closing price on date prior to announcement of Future Pak's initial non-binding proposal Transaction with Future Pak represents culmination of sale process whereby Theratechnologies solicited interest from a number of potential counterparties Board unanimously recommends that shareholders approve the transaction MONTREAL, July 02, 2025 (GLOBE NEWSWIRE) -- Theratechnologies Inc. ('Theratechnologies' or the 'Company') (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, today announced that it has entered into a binding arrangement agreement with 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, whereby the Purchaser will acquire all the issued and outstanding common shares of the Company for US$3.01 per share in cash plus one contingent value right ('CVR') per share for additional aggregate cash payments of up to US$1.19 per CVR if certain milestones as described below are achieved (the 'Transaction'). The total Transaction consideration, assuming full payment of the CVRs, is US$254 million. The cash portion of the consideration offered to the Company's shareholders under the Transaction and the combined cash and CVR consideration (assuming maximum payment of the CVR) represent substantial and compelling premiums of 126% and 216%, respectively, to the closing price on the Nasdaq Capital Market ('Nasdaq') on April 10, 2025, the date prior to the announcement of Future Pak's initial non-binding proposal, and of 90% and 165%, respectively, to the 30-day volume weighted average share price for the period ending on April 10, 2025. The arrangement agreement is the result of the sale process previously announced by the Company that was led by a special committee of independent directors of the Company (the 'Special Committee'). 'This transaction is the result of a thorough and deliberate sale process aimed at maximizing value for our shareholders,' stated Frank A. Holler, Chair of the Board of Directors of Theratechnologies. 'Future Pak's interest in acquiring Theratechnologies represents a vote of confidence in the company we've built, recognizing our achievements in bringing innovative medicines to patients and the outstanding contributions of our dedicated employees.' 'This acquisition marks a watershed moment in the nearly 50-year history of Future Pak, and the evolution of a growth strategy implemented nearly a decade ago,' said Nirav Patel, Chief Growth Officer at Future Pak. 'The addition of the Theratechnologies' portfolio will expand our reach, drive further growth and enhance patient access. We are excited to take this next step with Theratechnologies and look forward to unlocking its full potential, while maintaining a steadfast focus on patient care, quality and a continuous supply of product to the market. This transaction would not be possible but for the immeasurable contributions of both past and present Future Pak employees dating back to its founding in 1977.' Details of the Transaction Pursuant to the Transaction, the Purchaser will acquire all the issued and outstanding common shares of the Company for US$3.01 per share in cash plus one CVR per share, which will entitle the holder thereof to additional aggregate cash payments of up to US$1.19 per CVR, if the following Company milestones are achieved, subject to a maximum aggregate payment of US$65 million to all holders of CVRs: for the 12-month period ending on each of the 12-, 24- and 36- month anniversaries of the closing of the Transaction, if the EGRIFTA franchise gross profit for such 12-month period surpasses US$40 million, 50% of the profits surpassing such figure will be distributed pro rata to CVR holders within 45 days of the end of each such 12-month period; if the cumulative EGRIFTA franchise gross profit during the 36-month period following the closing of the Transaction exceeds US$150 million, a one-time payment of US$10 million will be distributed pro rata to CVR holders within 30 business days of the achievement of such milestone; and if the cumulative gross profit from the EGRIFTA and Trogarzo franchises during the 36-month period following the closing of the Transaction exceeds US$250 million, a one-time payment of US$15 million will be distributed pro rata to CVR holders within 30 business days of the achievement of such milestone. In each of the above instances, should the relevant milestones not be met, then no additional consideration will be payable to the holders of CVRs in relation to such milestone. The holders of exchangeable subscription receipts ('Subscription Receipts') and deferred share units ('DSUs') will receive the cash consideration per share plus one CVR for each Subscription Receipt or DSU held. The holders of 'in the money' options to acquire common shares ('Options') and share appreciation rights ('SARs') will receive an amount by which the cash consideration exceeds the exercise price of the Options or SARs, plus one CVR for each Option or SAR held. Each 'out of the money' Option and SAR outstanding with an exercise price greater than the cash consideration will be entitled to a portion of the value of a CVR, which portion shall be equal to the amount by which the cash consideration plus the value of such whole CVR exceeds the exercise price of such Option or SAR. Holders of warrants to purchase common shares ('Warrants') will receive the amount by which the cash consideration exceeds the exercise price of the Warrants, multiplied by one quarter, plus one CVR for every four warrants held. Each CVR will be a direct obligation of the Purchaser. The CVRs will not be listed on any market or exchange, and may not be sold, assigned, transferred, pledged or encumbered in any manner, other than in limited circumstances to be described in the CVR agreement to be entered into at closing of the Transaction, a form of which is included in the arrangement agreement. The CVRs will not represent any equity or ownership interest in the Company, the Purchaser, Future Pak or any affiliate thereof (or any other person) and will not be represented by any certificates or other instruments. The CVRs will not have any voting or dividend rights, and no interest will accrue on any amounts payable on the CVRs to any holder thereof. The Transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (Québec) and is expected to close during the Company's fourth quarter ending November 30, 2025, subject to customary closing conditions, including the receipt of required shareholder approval and the approval of the Superior Court of Québec. The Transaction will be funded by Future Pak through a combination of debt financing and cash on hand. Future Pak has received a debt commitment letter from its lenders for a US$220 million credit facility. The debt financing is subject to limited conditions. Required shareholder approval for the Transaction will consist of (i) at least 66⅔% of the votes cast on the Transaction by holders of common shares at a special meeting of shareholders of the Company, and (ii) at least a majority of the votes cast on the Transaction by holders of common shares, excluding shares held by shareholders required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ('MI 61-101'), at such meeting. Concurrently with the execution of the arrangement agreement, the Purchaser has entered into voting support agreements with members of senior management and all of the directors of the Company, together holding shares representing approximately 1.14% of the issued and outstanding common shares of the Company, pursuant to which they have agreed to vote all shares held by them in favour of the Transaction, subject to customary exceptions. The arrangement agreement contains non-solicitation covenants on the part of the Company, subject to customary 'fiduciary out' and 'right to match' provisions. A termination fee of US$6 million would be payable by the Company to the Purchaser in certain circumstances, including in the context of a superior proposal supported by the Company. The Company would also be entitled to a reverse termination fee of US$12 million payable by the Purchaser to the Company if the Transaction is not completed in certain circumstances. Following completion of the Transaction, the Company will become a privately held company, will apply to cease to be a reporting issuer under Canadian securities laws and will deregister its shares with the U.S. Securities and Exchange Commission. The common shares will no longer be publicly traded on the Toronto Stock Exchange and on the Nasdaq. Additional information regarding the Transaction will be included in an information circular that the Company will prepare, file and mail to its shareholders in advance of the special meeting to be held to consider and approve the Transaction. Copies of the arrangement agreement and the information circular will be available under the Company's profile on SEDAR+ on and on EDGAR as an exhibit to the Schedule 13E-3 Transaction Statement to be filed by the Company at Theratechnologies Board Recommendation Theratechnologies' Board of Directors, having received the unanimous recommendation of the Special Committee, has unanimously determined that the Transaction is in the best interests of the Company and is fair to its shareholders (other than those shareholders whose votes are required to be excluded for the purposes of 'minority approval' under MI 61-101), and unanimously recommends that the Company's shareholders approve the Transaction. Each of Barclays Capital Inc., as exclusive financial advisor to the Company and the Special Committee, and Raymond James Ltd., retained to provide independent financial advisory services to the Special Committee, has provided a fairness opinion to the Board of Directors and the Special Committee to the effect that, as at July 2, 2025, and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to the shareholders of the Company. Copies of the fairness opinions, as well as additional details regarding the terms and conditions of the Transaction, will be set out in the management proxy circular to be filed by the Company on its profile on SEDAR+ at and on EDGAR as an exhibit to the Schedule 13E-3 Transaction Statement to be filed by the Company at Advisors Barclays Capital Inc. is acting as exclusive financial advisor to the Company and to the Special Committee, and Raymond James Ltd. is acting as independent financial advisor to the Special Committee. Fasken Martineau DuMoulin LLP is acting as legal advisor to the Company and the Special Committee, and Norton Rose Fulbright Canada LLP is acting as independent legal advisor to the Special Committee. Bourne Partners Securities is acting as exclusive financial advisor to Future Pak and Honigman LLP and McMillan LLP are acting as its legal advisors. DPO&Co provided transaction advisory services to Future Pak. About Theratechnologies 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 the Company's website at on SEDAR+ at and on EDGAR at Follow Theratechnologies on LinkedIn and X. About Future Pak Founded in 1977 and headquartered in Wixom, Michigan, Future Pak, along with its affiliates, is a privately held contract manufacturer, packager and distributor of pharmaceutical and nutraceutical products. Future Pak operates across retail, specialty and institutional markets, leveraging its robust infrastructure and partner network to deliver quality-first, patient-centric solutions. Forward-Looking Information 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 Transaction, including the proposed timing and various steps contemplated in respect of the Transaction; the anticipated benefits of the Transaction for the Company and its shareholders; shareholder and Court approvals; the anticipated timing of completion of the Transaction; the achievement of the CVR milestones and the payout of any additional amounts to holders of CVRs; statements relating to Future Pak's financing; and other statements that are not historical facts. Although the Forward-Looking Statements contained in this press release are based upon what the Company believes are reasonable assumptions in light of the information currently available, investors are cautioned against placing undue reliance on this information since actual results may vary from the Forward-Looking Statements. Forward-Looking Statements assumptions are subject to a number of risks and uncertainties, many of which are beyond Theratechnologies' control, that could cause actual results to differ materially from those that are disclosed in or implied by such Forward-Looking Statements. These risks and uncertainties include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions or on the timing currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and Court approvals and other conditions to the closing of the Transaction or for other reasons; the failure of Future Pak to enter into a definitive agreement with respect to the debt financing; the failure to complete the Transaction which could negatively impact the price of the shares or otherwise affect the business of the Company; the dedication of significant resources to pursuing the Transaction and the restrictions imposed on the Company while the Transaction is pending; the uncertainty surrounding the Transaction that could adversely affect the Company's retention of customers and business partners; the occurrence of a material adverse effect leading to the termination of the arrangement agreement; credit, market, currency, operational, commodity, geopolitical, liquidity and funding risks generally, including changes in economic conditions, interest rates or tax rates; and other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or its ability to consummate the Transaction. For further details, please see the 'Risk Factors' section of the Company's Annual Information Form filed on Form 20-F dated February 26, 2025 available on SEDAR+ at and on EDGAR at under Theratechnologies' public filings for the risks associated with the business. The reader is cautioned to consider these and other risks and uncertainties carefully and not to put undue reliance on Forward-Looking Statements. Forward-Looking Statements reflect current expectations regarding future events and speak only as of the date of this press release and represent our expectations as of that date. Contact Information: Theratechnologies Inc. Investor inquiries: Philippe Dubuc Senior Vice President and Chief Financial Officer pdubuc@ 438-315-6608 Media inquiries:Julie SchneidermanSenior Director, Communications & Corporate Affairscommunications@ Future PakInvestors and media may contact media@
