Zymeworks-Theravance merger includes new CVR tied to ampreloxetine monetization

Zymeworks Inc. filed an 8-K on June 29, 2026 disclosing additional deal mechanics behind its June 28, 2026 agreement to acquire Theravance Biopharma, Inc. Under the terms of the agreement, Zymeworks will acquire all the outstanding equity of Theravance Biopharma for $17.00 per share, representing a total transaction value of approximately $929 million in cash consideration subject to customary adjustments, payable at closing.¹ The transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including regulatory approvals and Theravance Biopharma shareholder approval, with closing expected in the second half of 2026.¹

The filing adds detail on a contingent value right (CVR) attached to each share. Each ordinary share of Theravance will be canceled and converted into the right to receive $17.00 in cash without interest plus one CVR representing the right to receive a CVR Payment Amount under the CVR Agreement.¹ Each CVR entitles holders to a pro rata share of 80% of net proceeds from any license, divestiture or other monetization of ampreloxetine within ten years of closing, a pro rata share of $50 million upon the first commercial sale of ampreloxetine in the U.S., UK, Spain, France, Germany or Italy, and a pro rata share of 10% of net sales thereafter.¹ The CVRs are non-transferable except in limited circumstances, will not be listed for trading, and carry no voting or dividend rights.¹

On financing, OMERS Life Sciences has committed to purchase senior secured notes totaling $350,000,000 to fund the transaction.¹

The filing also sets termination terms. Either party may terminate the agreement if the merger has not closed by December 28, 2026, a deadline that can extend automatically for two three-month periods if only HSR clearance remains outstanding.¹ A termination fee of $32,515,000 is payable by Theravance to Zymeworks in specified circumstances, including acceptance of a superior proposal, and Zymeworks owes Theravance the same $32,515,000 reverse termination fee if the deal fails solely over antitrust clearance.¹