On September 25, 2025 Theratechnologies Inc. ("Theratechnologies" or the "Company") (TSX: TH) (NASDAQ: THTX), a commercial-stage biopharmaceutical company, reported the completion of the previously-announced plan of arrangement under Chapter XVI – Division II of the Business Corporations Act (Québec) involving CB Biotechnology, LLC (the "Purchaser"), an affiliate of Future Pak, LLC ("Future Pak"), pursuant to which the Purchaser has acquired all the issued and outstanding common shares of the Company (the "Shares") for US$3.01 per Share in cash plus one contingent value right ("CVR") per Share for additional aggregate cash payments of up to US$1.19 per CVR if certain milestones are achieved by the Company (the "Arrangement") (Press release, Theratechnologies, SEP 25, 2025, View Source [SID1234656243]).

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Consideration for the Shares has been remitted by the Purchaser to Computershare Investor Services Inc., as depositary under the Arrangement, and will be paid to former shareholders of Theratechnologies as soon as reasonably practicable after the date hereof (or, in the case of registered shareholders, as soon as reasonably practicable after a properly completed and signed letter of transmittal is received by the depositary together with the share certificate(s) and/or DRS Advice(s) representing Shares formerly held by them).

Each CVR is a contractual right that entitles the holder thereof to aggregate payments from the Purchaser of up to US$1.19 per CVR if certain milestones are achieved by the Company, the whole in accordance with the agreement entered into on the day hereof among the Purchaser, Future Pak and Computershare Trust Company of Canada as CVR agent. The CVRs are recorded in a register kept by the CVR agent and are not evidenced by a certificate or any other instrument. Based on a report prepared by an independent third-party valuator, the Company and the Purchaser have determined the fair market value of each CVR to be US$0.80 as at September 24, 2025.

As a result of the completion of the Arrangement, it is expected that the Shares will be de-listed from the Toronto Stock Exchange on or about September 26, 2025 and from the Nasdaq Capital Market on or about September 25, 2025. The Company shall apply to cease to be a reporting issuer under Canadian securities laws in all provinces of Canada. The Company will also deregister the Shares under the U.S. Securities Exchange Act of 1934, as amended.

Early Warning Reporting

Immediately prior to the effective date of the Arrangement, the Purchaser and its affiliates did not own any Shares. An early warning report will be filed on SEDAR+ at www.sedarplus.ca under the Company’s profile. Further information and/or a copy of the early warning report may be obtained from the contacts below. The Purchaser’s head office is located at CB Biotechnology, LLC c/o Honigman LLP, 2290 First National Building, 660 Woodward Avenue, Detroit, MI 48226-3506.