Mr. Philippe Dubuc reports
THERATECHNOLOGIES ANNOUNCES INDEPENDENT PROXY ADVISOR FIRMS ISS AND GLASS LEWIS RECOMMEND SHAREHOLDERS VOTE "FOR" THE PROPOSED PLAN OF ARRANGEMENT WITH FUTURE PAK
Two leading independent proxy advisory firms, Institutional Shareholders Services Inc. (ISS) and Glass Lewis & Co. LLC, have each recommended that the shareholders of Theratechnologies Inc. vote for the special resolution to approve the plan of arrangement involving the company and CB Biotechnology LLC (the purchaser), an affiliate of Future Pak LLC, a privately held contract manufacturer, packager and distributor of pharmaceutical and nutraceutical products.
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Your vote is important regardless of the number of shares you own.
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Board unanimously recommends shareholders vote for the arrangement.
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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.
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Visit
Theratechnologies website
for more information.
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Questions or require voting assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or e-mail
assistance@laurelhill.com.
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, 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 management proxy circular are achieved.
ISS and Glass Lewis recommendations
ISS recommends to vote for the arrangement "due to the sizeable cash premium, additional upside from the CVRs, robust process, credible valuation and non-approval risk."
In making its recommendation for the arrangement, Glass Lewis concluded that: "After review, we believe there is adequate cause for shareholders to support the proposed transaction at this time. The company appears to us to have undertaken a reasonably extensive review process prior to executing the arrangement agreement. Notably, the board undertook two broad market checks within roughly the past 18 months, with Future Pak ultimately emerging with the best offer."
Board recommends shareholders vote for the arrangement
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 of independent directors of the company, 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 special meeting of shareholders.
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.
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, 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.
About
Future
Pak
LLC
Founded in 1977 and headquartered in Wixom, Mich., 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.
We seek Safe Harbor.
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