SCHEDULE 13D/A: Soleus Capital Urges Theratechnologies Board to Engage with Future Pak's Premium Acquisition Offer

Soleus Capital, a significant shareholder in Theratechnologies Inc., has publicly urged the company's Board of Directors to engage with Future Pak's recent acquisition proposal, which offers a substantial premium to current share prices.

Summary

• Soleus Capital Master Fund, L.P. and its affiliates (collectively, "Reporting Persons") beneficially own 4,801,375 shares of Theratechnologies Inc. Common Stock, representing approximately 10.4% of the outstanding shares as of November 30, 2024.
• The Reporting Persons acquired these shares for general investment purposes, believing they represented an attractive investment opportunity.
• They intend to continue engaging with Theratechnologies' Board and management to enhance stockholder value, including exploring strategic transactions like asset sales or a change of control.
• Future Pak, LLC announced on April 11, 2025, that it submitted two formal proposals since January 2025 to acquire all outstanding shares of Theratechnologies.
• The most recent offer from Future Pak proposes a cash consideration of $3.51 to $4.50 per share, representing a premium of at least 163% to the closing price on April 10, 2025.
• Following Future Pak's announcement, the Reporting Persons sent a letter to Theratechnologies' Board, expressing their belief that an acquisition is in the best interests of shareholders and urging the Issuer to engage with Future Pak's offer.
• A previously held warrant to purchase up to 387,500 shares of Common Stock at an exercise price of $12.56 per share, held by Master Fund, has expired.

Sentiment

Score: 8

Explanation: The document reveals a significant acquisition offer at a substantial premium, which is highly positive for shareholders. However, the negative sentiment regarding management's perceived resistance and potential entrenchment slightly tempers the overall score, introducing uncertainty about the deal's progression.

Positives

• Future Pak's acquisition offer of $3.51 to $4.50 per share represents a significant premium of at least 163% over Theratechnologies' closing price on April 10, 2025, potentially delivering substantial value to shareholders.
• The offer is all-cash, providing liquidity and certainty to shareholders.
• A major shareholder, Soleus Capital, is actively advocating for a transaction that they believe will maximize shareholder value, aligning with the interests of other investors.

Negatives

• Soleus Capital perceives a "disturbing pattern" of Theratechnologies' management rebuffing potential interested parties without substantive engagement, which could hinder value-maximizing transactions.
• Soleus Capital suggests that management may be "entrenched" and prioritizing "personal interests" over their fiduciary duties to shareholders by not engaging with acquisition offers.
• The public declaration by Future Pak indicates a lack of constructive private engagement from Theratechnologies' management.

Risks

• Theratechnologies' management and Board may continue to resist engaging constructively with Future Pak's acquisition offer, potentially preventing a value-maximizing transaction for shareholders.
• The acquisition offer from Future Pak may not materialize or be approved if the Issuer does not engage, or if the terms are not accepted by the Board or shareholders.
• The perceived entrenchment of management could lead to prolonged disputes or a proxy fight, creating uncertainty and potentially impacting the company's operations and share price.

Future Outlook

The Reporting Persons intend to continue reviewing their investment in Theratechnologies Inc. and may increase or decrease their holdings based on prevailing market, economic, and other conditions, as well as subsequent developments affecting the Issuer. They will continue to engage with the Issuer's Board and management regarding opportunities to enhance stockholder value, specifically advocating for the exploration of strategic transactions, including a potential sale or change of control of the Issuer.

Management Comments

• "We believe that an acquisition of Theratechnologies is in the best interest of Theratechnologies shareholders, as significantly more value can be realized from the Company's assets as part of a larger commercial entity than could be realized by Theratechnologies as a standalone company."
• "We were troubled to see that Future Pak had to resort to a public declaration of their interest, as it signals to us that the management team was not constructively engaging with Future Pak in private."
• "We view this continued behavior as unacceptable, and would note that it is the fiduciary duty of management and the Board of Directors to diligently consider any such acquisition offer for the company."
• "And not engaging with such an offer would signal to us that the management team is entrenched and not operating with their fiduciary duties to Theratechnologies shareholders in mind, but rather with a focus on their own personal interests."
• "We urge the company to engage with Future Pak to pursue this acquisition offer, and present it to Theratechnologies shareholders for approval."
• "Given the significant premium and all-cash nature of the offer, we believe that significantly more value would accrue to shareholders in this scenario than as a standalone company or in an alternative combination which prioritizes management job preservation over shareholder value."

Industry Context

This announcement highlights a common scenario in the biotechnology and pharmaceutical sectors where smaller companies with valuable assets or pipelines become acquisition targets for larger commercial entities seeking to expand their portfolios or achieve greater economies of scale. Shareholder activism, as demonstrated by Soleus Capital, is also a recurring theme in industries where investors believe management is not maximizing shareholder value through strategic transactions.

Stakeholder Impact

• Shareholders: Stand to benefit significantly from the substantial premium offered by Future Pak, potentially realizing a much higher value for their shares than the current market price.
• Management/Employees: Potential for job preservation concerns if the acquisition proceeds, as suggested by Soleus Capital's letter, or potential changes in leadership and operational structure.
• Creditors/Suppliers/Customers: No direct impact mentioned, but a change of control could lead to new strategic directions that might indirectly affect these relationships in the long term.

Next Steps

• Theratechnologies Inc. Board of Directors and management are urged to engage constructively with Future Pak, LLC regarding their acquisition offer.
• The acquisition offer, if pursued, would need to be presented to Theratechnologies shareholders for approval.
• Soleus Capital intends to continue reviewing its investment and may adjust its holdings based on market conditions and company developments.

Key Dates

Recommendation

Keywords

Theratechnologies Inc., Soleus Capital, Future Pak, acquisition offer, Schedule 13D, shareholder activism, common stock, premium, corporate governance, strategic alternatives, change of control, biotech, pharmaceuticals