Press Release
December 22, 2023

Theseus Pharmaceuticals To Be Acquired By Concentra Biosciences For $185 Million Plus Contingent Value Rights

The M&A and Life Sciences teams advised Theseus Pharmaceuticals (NASDAQ: THRX) in its definitive merger agreement with Concentra Biosciences to be acquired 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 and (ii) an additional cash amount of not more than $0.15 per share at the closing of the merger, plus one non-tradeable contingent value right 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 by January 9, 2024 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 $187.6 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 acquisition is expected to close in February 2024.

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.

The Goodwin team was led by Blake Liggio, Rob Puopolo, Marishka DeToy and Jessica Park.

For additional details on the merger, please read the press release.