Theseus to Be Acquired by Concentra for $3.90-4.05 Cash per Share Plus Contingent Value Right

  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 it has entered into a definitive merger agreement (the "Merger Agreement") whereby Concentra Biosciences, LLC ("Concentra") will acquire Theseus for a price per share of Theseus common stock ("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 (the "CVR Agreement").

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 – of which Tang Capital Partners, LP is the controlling shareholder – is in the best interests of all Theseus shareholders, and has unanimously approved the Merger Agreement.

https://www.prnewswire.com/news-releases/theseus-pharmaceuticals-enters-into-agreement-to-be-acquired-by-concentra-biosciences-for-between-3-90-and-4-05-in-cash-per-share-plus-a-contingent-value-right-302021402.html