Theseus Pharmaceuticals, Inc.

Stock Symbol: 
Case Status: 

Ademi LLP is investigating Theseus (NASDAQ: THRX) for possible breaches of fiduciary duty and other violations of law in its transaction with Concentra.

In the transaction, Theseus stockholders will receive only between $3.90 and $4.05 in cash, consisting of (i) a base cash price of $3.90 per share and (ii) an additional cash amount of not more than $0.15 per share at the closing of the merger, plus one non-tradeable contingent value right 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. 

The transaction agreement unreasonably limits competing transactions for Theseus by imposing a significant penalty if Theseus accepts a competing bid. Theseus insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of Theseus’ board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.