Pursuant To Merger Agreement Terms, Concentra Merger Sub II And Theseus Determine Additional Price Per Share Max Of $0.15/Share; Cash Amount Paid In Offer Is $4.05/Share






As previously announced on December 22, 2023, Concentra Biosciences, LLC ("Parent") and its wholly owned subsidiary, Concentra Merger Sub II, Inc. ("Purchaser"), entered into a merger agreement (the "Merger Agreement") with Theseus Pharmaceuticals, Inc. (NASDAQ:THRX) ("Theseus") whereby Purchaser will acquire Theseus for a price per share of Theseus common stock ("Theseus common stock") 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 up to $0.15 per share (the "Additional Price Per Share" and 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. Pursuant to the Merger Agreement, on January 9, 2024, Purchaser and Parent commenced a tender offer to acquire all outstanding shares of Theseus common stock (the "Offer").

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