On July 21, 2025 iTeos Therapeutics, Inc. ("iTeos") (Nasdaq: ITOS) reported that it has entered into a definitive merger agreement whereby Concentra Biosciences, LLC ("Concentra") will acquire iTeos for $10.047 in cash per share of iTeos common stock par value $0.001 per share ("iTeos Common Stock"), plus one non-transferable contingent value right ("CVR"), which represents the right to receive: (i) 100% of the closing net cash of iTeos in excess of $475 million; and (ii) 80% of any net proceeds received from any disposition of certain of iTeos’ product candidates that occurs within six months following the closing (such cash and CVR consideration, the "Offer Consideration") (Press release, iTeos Therapeutics, JUL 21, 2025, View Source [SID1234654452]).

Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:

Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

                  Schedule Your 30 min Free Demo!

Following a strategic review process conducted with the assistance of iTeos’ management and legal and financial advisors, the iTeos board of directors has unanimously determined that the acquisition by Concentra is in the best interests of all iTeos stockholders and has approved the merger agreement and related transactions.

Pursuant and subject to the terms of the merger agreement, Concentra will commence a tender offer by August 1, 2025, to acquire all outstanding shares of iTeos common stock for the Offer Consideration. The closing of the offer is subject to certain conditions, including the tender of a number of shares of iTeos common stock that, together with shares of iTeos Common Stock owned by Concentra or its affiliates, represents at least a majority of the total number of outstanding shares, the availability of at least $475 million of cash (net of transaction costs and other liabilities) at closing, and other customary closing conditions. Immediately following the closing of the offer, iTeos will be acquired by Concentra, and all remaining shares not tendered in the offer, other than shares owned directly or indirectly by iTeos, Concentra or a subsidiary thereof, or a holder who properly demands appraisal, will be converted into the right to receive the same Offer Consideration per share of iTeos Common Stock as is provided in the offer. Subject to the satisfaction or waiver of customary closing conditions, the transaction is expected to close in the third quarter of 2025.

Advisors

TD Cowen is acting as exclusive financial advisor to iTeos and Ropes & Gray LLP is acting as legal counsel to iTeos. Gibson, Dunn & Crutcher LLP is acting as legal counsel to Concentra.