Future Pak—whose acquisition offer was rejected by Vanda Pharmaceuticals last summer—is offering to buy Theratechnologies for an unsolicited $255 million. The Canadian biotech is under an exclusivity agreement with another yet-to-be-disclosed potential purchaser.
Theratechnologies has been in talks with an undisclosed company that is looking to acquire the biotech, the Canadian company revealed over the weekend. This news comes after pharmaceutical packaging manufacturer Future Pak disclosed its offer to buy the company for $255 million.
Theratechnologies, which develops HIV and oncology drugs, and the undisclosed potential buyer are currently “negotiating a definitive agreement relating to a potential acquisition of all outstanding shares” of the biotech, according to the company announcement. Theratechnologies is not making any assurances that these talks will lead to a transaction.
Meanwhile, Future Pak’s proposal includes a $205 million sum at closing, plus up to $50 million in contingent value right payments linked to certain profit thresholds. In all, Future Pak is offering $3.51 to $4.51 per share of Theratechnologies, representing a 164% to 238% premium to the biotech’s closing price last Thursday.
Future Pak’s chief growth officer Nirav Patel said in a statement that the proposal “provides significant upside” for Theratechnologies. Of note, Future Pak said it has conducted “repeated outreach” to Theratechnologies, including two proposals, but it “has received minimal engagement from [Theratechnologies] to date.”
To clarify the matter, Theratechnologies provided a detailed timeline in its news release, announcing that Future Pak’s first offer in August 2024 of $100 million in cash was considered “not attractive.”
Then, when Future Pak made a second offer in January, Theratechnologies could no longer entertain it because it was “under exclusivity” with the other “potential acquiror.” Once the exclusivity period expired, Theratechnologies tried to enter into a non-disclosure pact with Future Pak to discuss its acquisition proposal—but Future Pak “would not sign such an agreement unless they were provided exclusivity,” the biotech noted.
“When Future Pak was finally prepared to sign a non-disclosure agreement, the Company had already renewed exclusivity” with the other potential acquiror, which Theratechnologies has yet to disclose. The biotech informed Future Pak that it would still be able to engage with Theratechnologies in the future.
“The Future Pak non-binding proposals have been made without Future Pak having completed any due diligence on the Company other than publicly available information,” Theratechnologies claimed, whereas the potential acquiror “has performed excessive due diligence on the biotech.”
Theratechnologies has formed an independent committee to review these proposals, according to its news release.
This is not the first time that Future Pak has made a high-profile unsolicited offer. In March last year, Future Pak made several proposals to acquire Vanda Pharmaceuticals for $7.25 to $7.75 per share—a move Vanda rebuffed weeks later, with its board contending that the offers undervalued the company.
Future Pak returned a few months later offering a similar price range, but with additional contingent value rights. Vanda also turned down this offer in June 2024, noting that it was “not in the best interests” of the company and its shareholders.
