Theratechnologies Inc. (TH) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of Theratechnologies. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Mr. Frank Holler, Chair of the Board of Directors of Theratechnologies. Mr. Holler, the floor is yours.

Thank you. Good morning, everyone, and welcome to the Special Meeting of Shareholders of Theratechnologies. [Foreign Language]. My name is Frank Holler, and I am the Chair of the Board of Directors of Theratechnologies. I'll be presiding over the meeting today, and this meeting will be conducted in English only, given that a large amount of U.S. shareholders have logged into the meeting. The following persons of the corporation are also present at this meeting. Paul Lévesque, President and CEO of Theratechnologies; Philippe Dubuc, Senior Vice President and Chief Financial Officer; and Jocelyn Lafond, General Counsel and Corporate Secretary. This meeting is being held in person and virtually via a live audio webcast. During this meeting, shareholders will be asked to vote on the proposed plan of arrangement involving CB Biotechnology, an affiliate of Future Pak. The proposed arrangement is the only item on the agenda for approval at this special meeting. There are a few guidelines for the orderly conduct of the meeting. First of all, voting on the arrangement by registered shareholders and duly appointed proxy holders will be conducted by ballot. The opening and closing of the polls will be announced -- allowed. If you have already voted using the proxy form or a voting instruction form, then no further action is required on your part. Please note that if you choose to vote again, only your vote cast during the meeting will be counted, and the vote that you submitted by proxy will be revoked. Prior to the vote, we will conduct a question-and-answer session. Only registered shareholders will be allowed to ask questions during the meeting. People attending virtually who have registered as guests will not be allowed to ask questions. Questions in the French language will be answered in French and translated in English for those English speakers attending the meeting. Registered shareholders attending virtually may submit their questions at any time via the instant messaging function. Results of the vote will be compiled by the scrutineers at the end of the meeting and will be communicated by press release following the meeting. The final voting results will also be filed on the SEDAR and EDGAR websites. Additionally, to proceed efficiently with the formal portion of today's meeting, we have designated in advance a proposer and a seconder of the motion, both of whom are shareholders of the corporation. As such, I will be moving the motion, and Philippe Dubuc will second the motion. Please let me remind you that throughout the meeting, we may make certain statements that contain forward-looking information. Any forward-looking statements made during the meeting represent Theratechnologies' expectations as of today's date, and accordingly, are subject to change after this date. Except as required by securities laws, we do not undertake to update or revise any forward-looking statements, even if new information becomes available or upon the occurrence of future events or for any other reasons. I now ask that the special meeting of the shareholders of the corporation comes to order. I appoint Jocelyn Lafond as Secretary of the meeting. For the purposes of this meeting, I appoint Computershare Trust Company of Canada through its representatives as scrutineers to compute the votes on any polls taken at this meeting and to report thereon to the Secretary of the meeting. The purpose of today's meeting is set out in the management proxy circular of the corporation dated August 12, 2025. I have been advised that the notice of the meeting, the management proxy circular and the form of proxy or voting instruction form as applicable were mailed to shareholders on or about August 19, 2025. Copies of the management proxy circular and other materials relating to the arrangement are also available under the corporation's website and under the corporation's profile on the SEDAR and EDGAR websites. Our transfer agent Computershare Trust Company of Canada has attested to the proper mailing of the notice of meeting, proof of service of such mailing has been provided to me by the corporation's transfer agent. And I direct that a copy of such proof of service be annexed to the minutes of this meeting. I've also been advised that persons representing more than 10% of the aggregate number of votes attached to all of the common shares for the meeting are present or duly represented by proxy at the meeting, and therefore, a quorum of shareholders of the corporation is present, and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineer's report, and I direct that their formal report be annexed to the minutes of this meeting. As I mentioned earlier, the only item of business before the meeting is to consider and if deemed advisable, to pass with or without variation a special resolution, the full text of which is set forth in Appendix C attached to the management proxy circular dated August 12, 2025, approving a statutory plan of arrangement under Chapter XVI –- Division II of the Business Corporations Act, involving CB Biotechnology, an affiliate of Future Pak. Under the terms of the arrangement, each shareholder of Theratechnologies, other than any dissenting shareholders will be entitled to receive USD 3.01 per share in cash, plus 1 contingent value right per share to be issued by CB Biotechnology less any applicable withholdings. Each contingent value right provides the right to an additional aggregate cash payment of up to USD 1.19 per contingent value right if certain corporate milestones are achieved within 36 months following closing of the arrangement, all as further described in the circular. The Board of Directors of Theratechnologies has unanimously determined that the arrangement is in the best interest of the corporation and is fair to its shareholders and unanimously recommends that shareholders vote for the special resolution approving the arrangement. The recommendation of the Board of Directors is based on a number of factors and considerations as set out in the details -- as set out in detail in the circular. These include the fairness opinions, one being provided by Barclays acting as an exclusive financial adviser to the corporation and the special committee of the Board and one provided by Raymond James serving as independent financial adviser to the special committee. Both of the reports opine to the fact -- to the effect that as at July 02, 2025, based upon and subject to the assumptions, limitations and qualifications stated in the written opinions, the consideration to be received by the shareholders pursuant to the arrangement is fair from a financial perspective to such shareholders. To become effective, the special resolution approving the arrangement must be approved by at least [ 66 and 2/3 ] of the votes cast by shareholders of the corporation present virtually in person or represented by proxy at this meeting as well as a simple majority of the votes cast by shareholders of the corporation present virtually in person or represented by proxy at this meeting. But excluding any person required to be excluded for the purpose of such vote under multilateral instrument 61-101, protection of minority security holders in special transactions. Based on the proxies received before the meeting, more than 97.44% of the votes by proxy, by shareholders and 97.43% of the votes by proxy by shareholders excluding any person required to be excluded under multilateral instrument 61-101 have been cast in favor of the special resolution approving the arrangement. Before we open the floor to questions and proceed with the vote, I will call for a motion to approve the special resolution. As a shareholder of the corporation, I hereby move that the special resolution approving the arrangement be adopted and the vote be conducted by ballot.

Mr. Chairman, my name is Philippe Dubuc. I second the motion.

Thank you, Philippe. I now ask that all of those who would like to ask a question regarding the resolution do so. For those participating virtually, please use the instant messaging feature to submit your questions.

There are no questions, Frank.

Are there any questions from shareholders on the resolution itself?

No questions.

Okay. If there are no questions, we shall now proceed with the vote by ballot. For the shareholders and proxy holders participating virtually, the poll is now open on your screen to vote on the resolution. For the shareholders and proxy holders participating in person, you can finalize your vote on the ballots distributed by the scrutineers. If you have already submitted a proxy to management ahead of the meeting, whether you're participating virtually or in person, you do not need to vote again unless you would like to revoke the earlier proxy. We'll now pause to allow all shareholders and their proxy holders to vote on the special resolution approving the arrangement. [Voting]

I declare the voting period closed. I would ask you to be patient while the scrutineers tabulate the votes. So I am informed by the scrutineer that we've completed the preliminary compilation of today's votes. The results are the same as what I previously announced being that 97.44% of the voters by proxy by shareholders and 97.43% of the votes by proxy by shareholders, but excluding any person required to be excluded under multilateral instrument 61-101 have been cast in favor of the special resolution approving the arrangement. I declare that the motion is carried and the resolution regarding the arrangement is approved. The final report of the scrutineers will be available after the meeting. We will post the final voting results on the Investor Relations page on the company's website, and we'll file the results on the SEDAR and EDGAR websites. As there is no further business to conclude, I declare the special meeting of the shareholders of the corporation of Theratechnologies adjourned. I would like to take this opportunity to thank all of our shareholders for their continued support and for the confidence they have placed in us. I would also like to say a special thank you to the management and our employees for their contributions to our achievements. We would not be in the position we are today without your dedication and hard work. Thank you, and have a good day.

This concludes today's special meeting. You may now disconnect.