Mr. Philippe Dubuc reports

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

Theratechnologies Inc. has filed and is in the process of mailing the management proxy circular and related materials in connection with its special meeting of shareholders of the company to be held in a hybrid format on Friday, Sept. 12, 2025, at 10 a.m. Eastern Time in connection with its previously announced transaction to be acquired by CB Biotechnology LLC (the purchaser), an affiliate of Future Pak LLC, a privately held contract manufacturer, packager and distributor of pharmaceutical and nutraceutical products.

• Shareholders stand to receive a significant and attractive cash premium, as the purchase price of $3.01 (U.S.), with a contingent value right for potential additional aggregate payments of up to $1.19 (U.S.) per share, represents a compelling premium of 216 per cent 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.
• Board unanimously recommends shareholders vote for the arrangement.
• Shareholders are encouraged to review the circular carefully and submit their proxies in advance of the proxy voting deadline of 10 a.m. Eastern Time on Sept. 10, 2025.
• Visit the Theratech website for more information.
• Questions or require voting assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or e-mail assistance@laurelhill.com.

Details of the arrangement and receipt of the interim order

The meeting has been called to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving a statutory plan of arrangement involving the company and the purchaser.

Pursuant to the arrangement, the purchaser will acquire all the issued and outstanding common shares of the company for a price of $3.01 (U.S.) per share in cash plus 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 $1.19 (U.S.) per CVR if certain company milestones as described in the circular are achieved.

The company has been granted an interim order from the Superior Court of Quebec (Commercial Division) authorizing various matters, including the calling and holding of the meeting and the mailing of the circular and related materials and other matters related to the conduct of the meeting.

Board recommends shareholders vote for the arrangement

The entering into of the arrangement agreement dated July 2, 2025, among the purchaser, Future Pak and the company 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, advised by independent legal and financial advisers, and extensive arm's-length negotiations conducted between the company and Future Pak and their respective advisers. The special committee, after receiving fairness opinions from Barclays Capital Inc. and Raymond James Ltd., and upon the consideration of a number of other factors, has unanimously determined that the arrangement is in the best interests of the company and is fair to the shareholders, and recommends shareholders to vote in favour of the arrangement at the meeting.

The board of directors of the company, after careful consideration, and after consulting with outside legal and financial advisers, and having taken into account a number of factors and matters it considered relevant, as well as the unanimous recommendation from the special committee, 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 meeting.

Reasons to vote for the arrangement include:

Thorough targeted market checks. In 2023, amidst efforts by the company to find commercial partners to achieve its strategic plan and to secure potential new financing sources, a number of third parties expressed an interest in acquiring the company. The board undertook a targeted market check to pursue a strategic transaction for the acquisition of the company, which ran from February, 2024, to July, 2024, and was ultimately terminated due to unsatisfactory prices being offered. In the second half of 2024, the company received certain written and/or verbal indications of interest from third parties, which prompted the formation of the Special committee and further engagement with five potential acquirors, though no offers materialized. Following a months-long process with a potential acquiror that led to an uncompelling final offer, the company re-engaged with two counterparties (including Future Pak) and launched an open and non-exclusive sale process, contacting 20 potential bidders and receiving four unsolicited inquiries. This process resulted in two final offers, including one from Future Pak. These efforts reflect a thorough and deliberate approach to exploring strategic alternatives prior to signing the arrangement agreement.

Consideration is a substantial and compelling premium. The consideration (assuming maximum payment of the CVR) represents a substantial and compelling premium of 216 per cent 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 165 per cent to the 30-day volume weighted average share price for the period ending on April 10, 2025.

Best possible terms from purchaser. The special committee and the board concluded, after extensive negotiations and on financial and legal advice, that the terms and conditions in the arrangement agreement, including in respect of the consideration to be paid to shareholders pursuant thereto, are the best that could be obtained from Future Pak.

Limited capacity to finance growth via public markets. Capital market financings by Nasdaq-listed biopharmaceutical microcap companies continue to be challenging with the low trading volume of the shares being a deterrent to potential new institutional investors and the historically undervalued trading price of the shares further exacerbates the challenges faced.

Cash consideration; immediate liquidity. The cash consideration to be received by the shareholders under the terms of the arrangement agreement will be paid entirely in cash and provides shareholders with certainty, immediate value and liquidity for their investment.

Opportunity to receive additional cash payments under the CVRs. The consideration includes a CVR tied to the value received through the EGRIFTA and Trogarzo franchises, as further described in the circular, with a maximum payment of $65-million (U.S.), provides shareholders with an opportunity to receive future cash payments of up to $1.19 (U.S.) per share.

Fairness opinions. Barclays, as exclusive financial adviser to the company and the special committee and Raymond James, as independent financial adviser to the special committee, have determined in their respective fairness opinion and subject to the assumptions, limitations, qualifications and other matters respectively set forth therein, that the consideration to be received by the shareholders pursuant to the arrangement is fair, from a financial point of view, to such shareholders.

In the event that the arrangement is not completed, the trading price of the shares could decline significantly to levels at or below those experienced before April 11, 2025, the announcement date of Future Pak's initial non-binding proposal.

Support and voting agreements and significant shareholder support

Senior officers and directors of the company who together own or exercise control or direction over an aggregate of 524,266 shares, representing in the aggregate approximately 1.14 per cent of the company's outstanding shares, have entered into support and voting agreements with the purchaser under which they have agreed, among other things, to vote their shares in favour of the arrangement resolution and against any resolution submitted by any other person that is inconsistent with the arrangement.

Soleus Capital Master Fund LP, holding 10.4 per cent of the outstanding shares, has informed the board that it is supportive of the arrangement and intends to vote in favour of the arrangement resolution absent a material change in circumstances.

Details of the meeting

The meeting will be held in a hybrid format on Friday, Sept. 12, 2025, at 10 a.m. Eastern Time, in person at the offices of Fasken Martineau DuMoulin LLP located at 800 Square Victoria, suite 3500, Montreal, Que., Canada, and virtually via live audio webcast on-line. 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 Aug. 13, 2025.

Shareholders should review the circular, which describes, among other things, the background to the arrangement as well as the reasons for the determinations and recommendations of the special committee and the board. The circular contains a detailed description of the arrangement and includes additional information to assist in considering how to vote at the meeting. Shareholders are urged to read this information carefully and, if they require assistance, are urged to consult their financial, legal, tax or other professional advisers.

To be effective, the arrangement resolution, the full text of which is outlined in Appendix C of the circular, must be approved by: (i) at least 66.67 per cent of the votes cast thereon by the holders of shares present in person or virtually or represented by proxy at the meeting, and (ii) at least a majority of the votes cast thereon by the holders of shares present in person or virtually or represented by proxy at the meeting, excluding shares held by shareholders required to be excluded pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

Copies of the plan of arrangement relating to the arrangement and the arrangement agreement are available under the company's issuer profile on SEDAR+, on EDGAR and on the company's website.

Vote today for the arrangement resolution

Your vote is important regardless of the number of shares you own. If you are unable to be present at the meeting, the company encourages you to submit your proxy or voting instruction form, so that your shares can be voted at the meeting in accordance with your instructions. To be counted at the meeting, votes must be received by the company's transfer agent, Computershare Investor Services Inc., no later than 10 a.m. Eastern Time on Sept. 10, 2025, or, if the meeting is adjourned or postponed, at least 48 hours (excluding Saturdays and holidays) prior to the commencement of the reconvened meeting.

Shareholder questions and assistance

Shareholders who have questions about the information contained in the circular or require voting assistance may contact the company's proxy solicitation agent and shareholder communications adviser:

Laurel Hill Advisory Group

North American toll-free:  1-877-452-7184

Outside North America:  1-416-304-0211

E-mail:  assistance@laurelhill.com

Questions on how to complete your letter of transmittal should be directed to Computershare Investor Services by telephone toll-free in North America at 1-800-564-6253 or outside of North America at 1-514-982-7555, or by e-mail to corporateactions@computershare.com.

About Theratechnologies Inc.

Theratechnologies is a specialty biopharmaceutical company focused on the commercialization of innovative therapies that have the potential to redefine standards of care.

We seek Safe Harbor.