Theseus Pharmaceuticals to be acquired by Concentra for $3.90-$4.05 per share

Theseus Pharmaceuticals announced it has entered into a definitive merger agreement whereby Concentra Biosciences will acquire Theseus for a price per share of Theseus common stock of between $3.90 and $4.05 in cash, consisting of a base cash price of $3.90 per share and an additional cash amount of not more than 15c per share at the closing of the merger, plus one non-tradeable contingent value right, or CVR, 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 CVR agreement. Following a thorough review process conducted with the assistance of its legal and financial advisors, Theseus’ board of directors has determined that the acquisition by Concentra – of which Tang Capital Partners is the controlling shareholder – is in the best interests of all Theseus shareholders, and has unanimously approved the merger agreement. Pursuant and subject to the terms of the merger agreement, a wholly owned subsidiary of Concentra will commence a tender offer by January 9 to acquire all outstanding shares of Theseus common stock. 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 $187.6M of cash, net of transaction costs, wind-down costs and other liabilities, at closing, and other customary closing conditions. Theseus shareholders holding approximately 59% of Theseus common stock have signed support agreements under which such shareholders agreed to tender their shares in the offer and support the merger. The acquisition is expected to close in February 2024.