Theratechnologies announces review of strategic alternatives and filing of preliminary base shelf prospectus for up to $35 million equity financing
Montreal, Canada- January 29, 2008-Â Theratechnologies Inc. (TSX: TH) announced today that its Board of Directors has initiated a process to explore strategic options available to the Company to further enhance shareholder value. These alternatives may include strategic partnership transactions or licensing with regards to the Company's lead compound tesamorelin, the acquisition of complementary products or businesses, and the sale or merger of the Company.
The Board emphasized that the Company's strategy to develop and commercialize tesamorelin is proceeding as scheduled and that the Company's current plan and outlook are expected to provide attractive returns for its shareholders. Nevertheless, to determine whether any strategic interest on the part of buyers, merger candidates or potential partners might result in superior value, the Board has authorized the Company to explore broadly whether third parties would have interest in a transaction with the Company.
The Board of Directors of the Company has established a committee of independent directors, consisting of Messrs. Paul Pommier (chair), Gilles Cloutier, A. Jean de GrandprÃ© and GÃ©rald A. Lacoste, to consider and analyze any and all options. The Company has appointed BMO Capital Markets and Lazard as financial advisors in this process. There can be no assurance that the review will result in any specific strategic or financial transactions and no timetable has been set for its completion. The Company does not plan to make future comments about the status of the review of strategic alternatives unless there are material developments.
The Company's CEO, Yves Rosconi, stated: "Our first Phase 3 results, as published in the New England Journal of Medicine, indicate that tesamorelin may offer an attractive combination of efficacy and safety with potential advantages over other approaches to treat HIV-associated lipodystrophy. Moreover, based on our recently performed commercial evaluation of the HIV-associated lipodystrophy market, we estimate a market size in the range of US$800 million to US$1.3 billion by 2012. In light of recent positive developments, and after careful consideration, the Board of Directors has determined that the Company should undertake a process to determine the optimal path to further enhance shareholder value."
Filing of Preliminary Base Shelf Prospectus
In order for the Company to adequately finance the continuing development of tesamorelin and the ongoing preparations for commercialization, as well as to ensure that it has the necessary flexibility to fully review all potential strategic alternatives and to decide on the best possible course of action following such review, the Company is currently considering raising additional capital. As such, it has filed today on SEDAR a preliminary base shelf prospectus allowing for an issuance of common shares of up to $35 million.Â No decision to proceed with an offering has yet been made.
In addition to providing the Company with additional cash resources, the Board believes that an equity offering would provide the Company with additional flexibility and an optimal financial situation to explore its various alternatives and to maximize the terms of any potential transaction.
The common shares have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.Â This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Theratechnologies (TSX: TH) is a Canadian biopharmaceutical company that discovers innovative drug candidates in order to develop them and bring them to market. The Company targets unmet medical needs in financially attractive specialty markets. Its most advanced program is tesamorelin, now in a confirmatory Phase 3 clinical trial for a serious metabolic disorder known as HIV-associated lipodystrophy. The Company also has other projects at earlier stages of development.
This press release contains certain statements that are considered "forward-looking information" within the meaning of applicable securities legislation. This forward-looking information includes, but is not limited to, information regarding the strategic outlook of the Company, the development and commercialization of tesamorelin in HIV-associated lipodystrophy and the size of the HIV-associated lipodystrophy market. Words such as "will", "may", "could", "should", "outlook", "believe", "plan", "envisage", "anticipate", "expect" and "estimate", or the negatives of these terms or variations of them and the use of the conditional tense as well as similar expressions denote forward-looking information.
Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the negative results that the current Phase 3 clinical studies may yield, the risk that the Company may not obtain all required approvals from regulatory agencies to market its tesamorelin, the risk tesamorelin may not be accepted by the market and the general conditions of the financial markets. The Company refers potential investors to the "Risks and Uncertainties" section of its annual information form (the "AIF") dated January 29, 2008. The AIF is available at www.sedar.com under the Company's public filings.
Although the forward-looking information contained in this press release is based upon what the Company believes are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Certain assumptions made in preparing the forward-looking information and the Company's objectives include the ability of the Company to find an appropriate strategic partnership, the assumption that past results obtained from the first Phase 3 clinical study will be repeated, that the time required to analyze and report the results of the Company's clinical studies will be consistent with past timing, that discussions to be held with the FDA will be positive, that market data and reports reviewed by the Company are accurate, that current relationship with the Company's third party suppliers of services and products will remain good and that the state of the financial markets will allow the Company to proceed with an equity offering.
Consequently, all of the forward-looking information contained in this press release is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences or effects on the Company, its business, financial condition or results of operation. The Company does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.