Future Pak, LLC (“Future Pak”), a Michigan-based pharmaceutical packaging and manufacturing company, has officially announced the submission of two formal acquisition proposals to Theratechnologies Inc. (“Theratechnologies”), a biopharmaceutical company listed on the NASDAQ under the ticker THTX. These proposals, submitted since January 2025, seek to acquire all outstanding shares of Theratechnologies’ common stock, signaling Future Pak’s strong interest in expanding its footprint in the biopharmaceutical space.
The most recent of these proposals, which remains on the table for review by Theratechnologies and its Board of Directors, offers shareholders a compelling cash consideration ranging from $3.51 to $4.50 per share. This equates to a premium of 164% to 238% above Theratechnologies’ closing stock price of $1.33 as of April 10, 2025, a significant markup aimed at delivering immediate and attractive value to shareholders.
Under the terms of the latest offer, Future Pak values the total enterprise at up to $255 million, broken down as follows:
- $205 million in cash, payable at closing, offering immediate liquidity to shareholders.
- Up to $50 million in Contingent Value Rights (CVRs), providing potential additional upside based on the future performance of one of Theratechnologies’ key products, EGRIFTA®.
The CVR structure includes:
- 50% of the annual gross profit from the EGRIFTA® franchise—defined as net sales minus cost of goods sold, in accordance with U.S. GAAP—on any amount exceeding $30 million annually, for three years following the close of the transaction.
- A $10 million one-time milestone payment if the cumulative gross profit from EGRIFTA® surpasses $125 million during that same three-year period.
Nirav Patel, Chief Growth Officer at Future Pak, emphasized the strategic and financial merits of the proposal, stating:
“To move this process forward efficiently and deliver compelling value to Theratechnologies’ shareholders, we have submitted multiple offers outlining a flexible and attractive framework. We believe this proposal provides significant upside and a solid foundation for constructive dialogue, with the goal of achieving a mutually beneficial transaction.”
Despite the submission of two detailed offers—each offering well over a 100% premium on the company’s current trading price—Future Pak has experienced limited engagement from Theratechnologies’ management and Board. This lack of substantial response has led Future Pak to go public with its intentions, aiming to inform shareholders and encourage broader dialogue around the transaction.
In terms of execution and financing, Future Pak has made clear that the proposed acquisition does not hinge on any financing contingency. The company has secured full support from its strategic financial partner, Colbeck Capital Management, ensuring that the required capital is readily available to complete the transaction smoothly.
To further bolster its efforts, Future Pak has retained Bourne Partners Securities LLC as its exclusive financial advisor and Honigman LLP as legal counsel. The company has also expressed confidence in its ability to conduct all necessary due diligence and finalize a definitive agreement within a relatively short window—estimated at four to six weeks, contingent on gaining timely access to standard due diligence documentation.
With this public disclosure, Future Pak is appealing directly to Theratechnologies’ shareholders. The company hopes to encourage stakeholders to take an active interest in the proposal and to ensure that the Theratechnologies Board exercises its fiduciary duty to thoroughly evaluate all avenues that may deliver optimal shareholder value.
Future Pak’s move marks a bold step in its expansion strategy and signals a potential turning point for Theratechnologies, which has faced challenges in recent years amid fluctuating product performance and limited market momentum. If accepted, the acquisition could bring new resources, strategic leadership, and financial support to accelerate growth and innovation at Theratechnologies.
