お知らせ • Feb 15
Concentra Biosciences, LLC completed the acquisition of Theseus Pharmaceuticals, Inc. (NasdaqGS:THRX).
Concentra Biosciences, LLC sent an unsolicited proposal to acquire Theseus Pharmaceuticals, Inc. (NasdaqGS:THRX) for $170 million on November 24, 2023. Concentra Biosciences, LLC entered into a definitive merger agreement to acquire Theseus Pharmaceuticals, Inc. (NasdaqGS:THRX) from Tang Capital Partners, LP, managed by Tang Capital Management, LLC and others for approximately $180 million on December 22, 2023. As per consideration, Concentra Biosciences to acquire all outstanding shares of common stock of the Theseus Pharmaceuticals for $3.80 per share in cash, plus a contingent value right. As per the definitive merger agreement, 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 (i) a base cash price of $3.90 per share (the "Base Price") and (ii) an additional cash amount of not more than $0.15 per share at the closing of the merger (together with the Base Price, the "Cash Amount"), plus one non-tradeable contingent value right ("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 Contingent Value Rights Agreement. Pursuant and subject to the terms of the Merger Agreement, a wholly owned subsidiary of Concentra will commence a tender offer (the "Offer") by January 9, 2024 to acquire all outstanding shares of Theseus common stock. The Merger Agreement contains customary termination rights for both Concentra and Merger Sub, on the one hand, and the Company, on the other hand, including, among others, for failure to consummate the Offer on or before April 21, 2024. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, including in connection with the Company’s entry into an agreement with respect to a superior proposal, the Company will be required to pay Concentra a termination fee of approximately $3.6 million. This proposal is subject to limited confirmatory due diligence and is based on the availability of at least $185 million of cash and cash equivalents at closing, net of any residual liabilities and closing costs. Concentra Biosciences would appreciate a response by 5pm ET on December 1, 2023, at which point this offer will expire. 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. 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 transaction is expected to close by February 15, 2024. 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 is in the best interests of all Theseus shareholders, and has unanimously approved the Merger Agreement. The transaction has been approved by the board of Concentra. The acquisition is expected to close in February 2024.Leerink Partners is acting as exclusive financial advisor and fairness opinion provider; and Blake Liggio, Rob Puopolo, Marishka DeToy of Goodwin Procter LLP acted as legal counsels to Theseus. Ryan A. Murr of Gibson, Dunn & Crutcher LLP is acting as legal counsel to Concentra. Theseus has agreed to pay Leerink Partners an aggregate fee estimated to be approximately $3.9 million, of which opinion fees of $1.25 million have been paid and the remainder of which is payable contingent upon consummation of the Transaction. Morrow & Co., LLC acted as Information Agent for Theseus. Broadridge Corporate Issuer Solutions acting as the depositary and paying agent for the offer.Concentra Biosciences, LLC completed the acquisition of Theseus Pharmaceuticals, Inc. (NasdaqGS:THRX) on February 14, 2024. As of the expiration of the offer, a total of 37,211,244 Shares were validly tendered and not validly withdrawn, representing approximately 83.3% of the Shares outstanding as of the expiration of the Offer. As of the expiration of the Offer, the number of Shares validly tendered in accordance with the terms of the Offer and not validly withdrawn satisfied the Minimum Tender Condition, and all other conditions to the Offer were satisfied or waived. Immediately after the expiration of the Offer, Concentra Biosciences irrevocably accepted for payment all Shares validly tendered and not validly withdrawn, and expects to promptly pay for such Shares. Following the closing of the tender offer, all shares of Theseus common stock that had not been validly tendered were converted into the right to receive the Offer Price. Theseus became a wholly owned subsidiary of Concentra and prior to the opening of trading on The Nasdaq Stock Market LLC on February 14, 2024, all shares of Theseus common stock will cease trading on Nasdaq.