CAMBRIDGE, Mass., Nov. 27,
2023 /PRNewswire/ -- On November 22, 2023, the board of directors (the
Board) of Theseus Pharmaceuticals, Inc. (NASDAQ: THRX) (Theseus or
the Company) received an unsolicited joint letter from funds and
persons affiliated with Foresite Capital, LLC (collectively,
Foresite) and funds and persons affiliated with OrbiMed Advisors
LLC (collectively, OrbiMed), in which Foresite and OrbiMed
indicated their intent to explore and evaluate a potential
acquisition of all of the outstanding shares of common stock of the
Company not already owned by Foresite or OrbiMed in a going-private
transaction.
On November 24, 2023, the Board
also received an unsolicited proposal from Tang Capital Partners,
LP on behalf of Concentra Biosciences LLC to acquire all
outstanding shares of common stock of Theseus for $3.80 per share in cash, plus a contingent value
right representing the right to receive 80% of the net proceeds
payable from any license or disposition of Theseus' programs.
Theseus' Board and management team regularly review
opportunities to maximize stockholder value and are committed to
acting in the best interests of all stockholders.
Consistent with its fiduciary duties, Theseus' Board, in
consultation with its independent financial and legal advisors,
will carefully review and evaluate the expression of interest from
Foresite and OrbiMed and the proposal from Concentra Biosciences
LLC.
Theseus' stockholders are advised to take no action at this
time.
About Theseus Pharmaceuticals, Inc.
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. Theseus is working to outsmart cancer resistance by
developing pan-variant tyrosine kinase inhibitors to target all
classes of cancer-causing and resistance mutations that lead to
clinically relevant variants in a particular protein in a given
type of cancer. Theseus is developing THE-349, a fourth-generation,
selective epidermal growth factor receptor inhibitor for
C797X-mediated resistance to first- or later-line osimertinib
treatment in patients with non-small cell lung cancer, a
pan-variant BCR-ABL inhibitor for the treatment of
relapsed/refractory chronic myeloid leukemia and newly diagnosed
Philadelphia chromosome-positive
acute lymphoblastic leukemia, and a next-generation, highly
selective, pan-variant KIT inhibitor for the treatment of
early-line GIST. For more information, visit www.theseusrx.com
Cautionary Statement Regarding Forward Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to, statements regarding the
regarding the evaluation by Theseus' Board of Directors of the
Concentra Biosciences offer. The use of words such as, but not
limited to, "anticipate," "believe," "could," "estimate," "expect,"
"plan," "potential," "target," "will," or "would" and similar words
or expressions are intended to identify forward-looking statements.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based on the
Company's current beliefs, expectations and assumptions regarding
the future of its business, future plans and strategies, its
clinical results and other future conditions. New risks and
uncertainties may emerge from time to time, and it is not possible
to predict all risks and uncertainties. No representations or
warranties (expressed or implied) are made about the accuracy of
any such forward-looking statements. The Company may not actually
achieve the forecasts disclosed in the Company's forward-looking
statements, and you should not place undue reliance on such
forward-looking statements. Such forward-looking statements are
subject to a number of material risks and uncertainties including
but not limited to those set forth under the caption "Risk Factors"
in the Company's most recent Annual Report on Form 10-K filed with
the U.S. Securities and Exchange Commission (the SEC), as
supplemented by its most recent Quarterly Report on Form 10-Q, as
well as discussions of potential risks, uncertainties, and other
important factors in the Company's subsequent filings with the SEC.
Any forward-looking statement speaks only as of the date on which
it was made. Neither the Company, nor its affiliates, advisors or
representatives, undertake any obligation to publicly update or
revise any forward-looking statement, whether as result of new
information, future events or otherwise, except as required by law.
These forward-looking statements should not be relied upon as
representing the Company's views as of any date subsequent to the
date hereof.
Investor Contact
Josh Rappaport
Stern Investor Relations
212-362-1200
josh.rappaport@sternir.com
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SOURCE Theseus Pharmaceuticals