04:08 AM EDT, 07/03/2025 (MT Newswires) -- Theratechnologies ( THTX ) said late Wednesday it agreed to be acquired by CB Biotechnology, an affiliate of Future Pak, in a transaction valued at up to $254 million.

Under the terms, the company said shareholders will receive $3.01 per share in cash, a 126% premium over the share price before the initial proposal, along with a contingent value right that could pay up to an additional $1.19 per share if specific financial milestones are met over the next three years.

The company said the deal comes from a formal sale process led by a special committee of independent directors, adding that the contingent value right will not be tradable or listed and does not offer ownership or voting rights.

The acquisition, which is funded by a mix of Future Pak's available cash and a $220 million debt facility, will proceed through a court-approved plan of arrangement and is expected to close in fiscal Q4, the company said.

Following the transaction, subject to shareholder and court approval, Theratechnologies ( THTX ) said it will become a private company, cease being a public issuer in Canada and the US, and its shares will no longer be traded on the TSX or Nasdaq.

If the company accepts a better offer, it would owe a $6 million termination fee, while a $12 million reverse breakup fee would apply if the buyer fails to close under specific conditions, it added.