An anonymous director reports
EARLY WARNING REPORT ISSUED PURSUANT TO
NATIONAL INSTRUMENT 62-103
This press release is being issued in connection with the filing of an early
warning report pursuant to the requirements of National
Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting
Issues regarding the acquisition of securities of Theratechnologies Inc. (the issuer) by CB
Biotechnology LLC, a limited liability company owned and controlled by Future Pak
LLC (the acquiror). The acquiror is located at CB Biotechnology LLC c/o Honigman LLP,
2290 First National Building, Woodward Ave., Detroit, Mich., 48226.
On Sept. 25, 2025, the issuer, the acquiror and CB completed a plan of arrangement under
the Business Corporations Act (Quebec) pursuant to an arrangement
agreement dated July 2, 2025. Pursuant to the terms of the arrangement, the acquiror, indirectly
through CB, acquired all of the issued and outstanding common shares of the issuer from shareholders of the issuer for $3.01 (U.S.) per share in cash plus one contingent value right
(CVR) per share for additional aggregate cash payments of up to $1.19 (U.S.) per CVR if certain
milestones are achieved by the issuer. Each CVR is a contractual right that entitles the holder
thereof to aggregate payments from CB of up to $1.19 (U.S.) per CVR if certain milestones are
achieved by CB, the whole in accordance with the agreement entered into on the day hereof among
CB, the acquiror and Computershare Trust Company of Canada as CVR agent. Based on a report
prepared by an independent third party valuator, the issuer and CB have determined the fair market
value of each CVR to be 80 U.S. cents as at Sept. 24, 2025.
Immediately prior to giving effect to the arrangement, the acquiror did not own or control any
shares. After giving effect to the arrangement, the acquiror owns or controls an aggregate of
45,980,019 shares, which represents 100 per cent of the issued and outstanding shares.
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