-- Theseus Stockholders to Receive
$4.05 Per Share in Cash Plus
Contingent Value Right --
CAMBRIDGE, Mass., Feb. 14,
2024 /PRNewswire/ -- Theseus Pharmaceuticals, Inc.
(NASDAQ: THRX) ("Theseus" or the "Company"), a clinical-stage
biopharmaceutical company focused on improving the lives of cancer
patients through the discovery, development, and commercialization
of transformative targeted therapies, today announced that
Concentra Biosciences, LLC ("Concentra") through its wholly owned
subsidiary, Concentra Merger Sub II, Inc. ("Merger Sub"), has
successfully completed the previously announced tender offer to
acquire all outstanding shares of Theseus common stock for a price
per share of (i) $4.05 in cash (the
"Cash Amount"), plus (ii) one non-tradeable contingent value right
per share (each, a "CVR" and each CVR together with the Cash
Amount, the "Offer Price") representing the right to receive 80% of
the net proceeds from any license or disposition of certain of
Theseus' programs effected within 180 days of the close 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.
The tender offer and related withdrawal rights expired at
6:00 p.m. Eastern Time on
February 13, 2024 (the "Expiration
Date"). As of the Expiration Date, a total of 37,211,244 shares of
Theseus common stock were validly tendered, and not validly
withdrawn, representing approximately 83.3% of the outstanding
shares of Theseus common stock as of the Expiration Date. As of the
Expiration Date, the number of shares validly tendered in
accordance with the terms of the tender offer and not validly
withdrawn satisfied the minimum tender condition, and all other
conditions to the tender offer were satisfied or waived.
Immediately after the Expiration Date, Merger Sub 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withdrawn, and expects to promptly pay for such shares.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, Merger Sub merged
with and into Theseus (the "Merger") and all shares of Theseus
common stock that had not been validly tendered were converted into
the right to receive the Offer Price. As a result of the Merger,
Theseus became a wholly owned subsidiary of Concentra. Prior to the
opening of trading on The Nasdaq Stock Market LLC ("Nasdaq") on
February 14, 2024, all shares of
Theseus common stock will cease trading on Nasdaq, and Theseus
intends promptly to cause such shares to be delisted from Nasdaq
and deregistered under the Securities Exchange Act of 1934, as
amended.
Advisors
Leerink Partners acted as exclusive financial advisor and
Goodwin Procter LLP acted as legal counsel to Theseus. Gibson, Dunn
& Crutcher LLP acted as legal counsel to Concentra.
About Theseus Pharmaceuticals, Inc.
Theseus is a clinical-stage biopharmaceutical company focused on
improving the lives of cancer patients through the discovery,
development, and commercialization of transformative targeted
therapies.
Cautionary Notice Regarding Forward-Looking
Statements
This communication contains "forward-looking statements"
relating to the acquisition of Theseus by Theseus. Such
forward-looking statements include, but are not limited to,
statements regarding the payment and timing of payment of the Offer
Price to former Theseus common stockholders and the ability and
timing of delisting of Theseus' common stock. These statements may
be identified by their use of forward-looking terminology
including, but not limited to, "anticipate," "believe," "continue,"
"could," "estimate," "expect," "goal," "intend," "may," "might,"
"plan," "potential," "predict," "project," "should," "target,"
"will," and "would," and similar words expressions are intended to
identify forward-looking statements. Forward-looking statements are
neither historical facts nor assurances of future performance and
involve risks and uncertainties that could cause actual results to
differ materially from those projected, expressed or implied by
such forward-looking statements. Although Theseus believes that the
expectations reflected in such forward-looking statements are
reasonable, it cannot guarantee future events, results, actions,
levels of activity, performance or achievements, business and
market conditions and the timing and results of any developments.
Additional factors that may affect the future results of Theseus
are set forth in Theseus' filings with the U.S. Securities and
Exchange Commission (the "SEC"), including Theseus' most recently
filed Annual Report on Form 10-K, subsequent Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and other filings with the
SEC, which are available on the SEC's website at www.sec.gov. As a
result of such risks and uncertainties, actual results may differ
materially from any future results, performance or achievements
discussed in or implied by the forward-looking statements contained
herein. The forward-looking statements in this press release
are subject to a number of risks and uncertainties, including, but
not limited to, the risk that the timing of the payment or
delisting may be delayed. Theseus cautions investors not to unduly
rely on any forward-looking statements.
The forward-looking statements contained in this release are
made as of the date hereof, and Theseus undertakes no obligation to
update any forward-looking statements, whether as a result of
future events, new information or otherwise, except as expressly
required by law. All forward-looking statements in this document
are qualified in their entirety by this cautionary statement.
For further information, please contact:
Theseus Pharmaceuticals, Inc.
IR@theseusrx.com
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SOURCE Theseus Pharmaceuticals