Theratechnologies shareholders should take the deal, Research Capital says

Research Capital analyst Andre Uddin is recommending Theratechnologies (Theratechnologies Stock Quote, Chart, News, Analysts, Financials NASDAQ:THTX) shareholders tender their shares to the proposed US$4.20 per share acquisition offer from CB Biotechnology, an affiliate of Future Pak. In a July 3 report, Uddin said the total offer, comprised of US$3.01 in cash and up to US$1.19 in contingent value rights (CVRs), represents a superior bid, with no competing offers currently on the table.

The all-cash transaction, valued at up to US$254-million with full CVR payout, is expected to close in Theratechnologies’ fourth fiscal quarter ending November 30, 2025. The company’s board, following a review led by a special committee of independent directors, has unanimously recommended shareholders approve the deal.

This new offer is a significant increase from the US$100-million cash bid Future Pak made in April. The company is being acquired at about 3.0x projected 2024 sales and 24.5x 2025 estimated EBITDA, in line with recent specialty pharma acquisition multiples.

“Despite THTX being in negotiations with an undisclosed third party … no white knight ending up bidding above the new hostile bid for the company,” Uddin said. “The lack of a higher bid by a white knight is likely an indication of the current state of the markets. Management had noted that Future Pak had previously expressed acquisition interest on two occasions, first in Aug 2024 and again in Jan 2025 THTX was already in exclusive discussions in Jan 2025 with another potential acquirer; however, the new hostile bid was superior to any other potential bids.”

Uddin said The CVRs are tied to future performance of the EGRIFTA and Trogarzo franchises over the next three years, with total CVR payments capped at US$65 million. Payments to
shareholders will depend on whether the company surpasses specific gross profit thresholds.

Research Capital thinks that Theratechnologies will generate $12 million in Adjusted EBITDA on $62 million in revenue in fiscal 2025. It said those numbers should improve to $25 million in Adjusted EBITDA on $75 million in revenue in fiscal 2026.

Theratechnologies is a specialty pharma and biotech company focused on HIV in the U.S. It markets two products: Trogarzo for multidrug-resistant HIV and Egrifta SV for HIV-related lipodystrophy. Its cancer drug TH1902, now off FDA partial hold, is being tested again at lower doses in prior responders. It also in-licensed two rare disease drugs from Ionis: olezarsen for FCS and sHTG, and donidalorsen for hereditary angioedema.

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