Zymeworks closes acquisition of Theravance Biopharma

Zymeworks Inc. completed its previously announced acquisition of Theravance Biopharma on September 23, 2026.¹ The deal closed under a Merger Agreement dated June 28, 2026, through which Zymeworks Merger Sub 1 merged into Theravance, leaving Theravance as a wholly owned subsidiary of Zymeworks.¹

Under the terms, each outstanding Theravance ordinary share was canceled and converted into the right to receive $17.00 in cash plus one contingent value right (CVR) tied to future payments defined in a separate CVR Agreement.¹ Zymeworks entered that Contingent Value Rights Agreement on September 22, 2026, with Computershare Inc. and Computershare Trust Company acting as rights agent.¹ Each CVR entitles holders to 80% of net proceeds from any future licensing or divestiture of ampreloxetine within 10 years of closing, a $50 million milestone payment upon first commercial sale of the drug in specified markets, and 10% of net sales over a defined period.¹ The company cautioned that CVR payments are speculative and not guaranteed.¹

To help fund the deal, Zymeworks subsidiaries Clover Finance Trust and Clover Finance LLC issued $350,000,000 in senior secured notes to OCM IP Healthcare Portfolio LP, an affiliate of OMERS Private Capital.¹ The notes carry a fixed 8.25% annual interest rate, mature December 31, 2036, and pay interest quarterly starting in December 2026.¹ Net proceeds from the notes were used to fund part of the cash consideration and CVR payment amounts.¹

Zymeworks will hold an investor conference call on Monday, September 28 at 8:30 a.m. Eastern Time to discuss final transaction details.¹ The company also said it plans to file required pro forma financial statements within 71 calendar days of the report's due date.¹