Theseus Pharmaceuticals Confirms Receipt of Unsolicited Expression of Interest from Foresite Capital, LLC and OrbiMed Advisors LLC and Unsolicited Proposal from Concentra Biosciences LLC

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

SOURCE Theseus Pharmaceuticals