Theseus Pharma To Acquire Concentra Biosciences For $4.05/Shr In Cash
(RTTNews) - Biopharmaceutical company Theseus Pharmaceuticals, Inc. (THRX) announced Friday it has entered into a definitive merger agreement whereby Concentra Biosciences, LLC will acquire Theseus for a price per share of Theseus common stock of between $3.90 and $4.05 in cash.
The price consists of a base cash price of $3.90 per share and an additional cash amount of not more than $0.15 per share at the closing of the merger.
The consideration will also include one non-tradeable contingent value right representing the right to receive 80% of the net proceeds from any license or disposition of Theseus' programs effected within 180 days of closing of the merger and 50% of the potential aggregate value of certain specified potential cost savings realized within 180 days of the close of the merger, pursuant to a Contingent Value Rights Agreement.
Theseus' Board of Directors has determined that the acquisition is in the best interests of all Theseus shareholders, and has unanimously approved the deal.
Pursuant and subject to the terms of the Merger Agreement, a wholly owned subsidiary of Concentra will commence a tender offer by January 9, 2024 to acquire all outstanding shares of Theseus common stock. The acquisition is expected to close in February 2024.
Closing of the Offer is subject to certain conditions, including the tender of Theseus common stock representing at least a majority of the total number of outstanding shares; the availability of at least $187.6 million of cash, net of transaction costs, wind-down costs and other liabilities, at closing, and other customary closing conditions.
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