Zymeworks to acquire Theravance Biopharma for $17.00 per share plus CVR

Theravance Biopharma and Zymeworks Inc. signed a definitive merger agreement on June 28, 2026, under which Zymeworks will acquire Theravance Biopharma. Shareholders will receive $17.00 per share in cash, an equity value of approximately $929 million.¹

Shareholders will also get a contingent value right entitling them to 80% of net proceeds from any future license, divestiture or other monetization of ampreloxetine within the next ten years, with Zymeworks retaining the remaining 20%.¹ If no such transaction closes by the time the deal closes, a Theravance designee will have 12 months afterward to try to license, divest or otherwise monetize ampreloxetine on Zymeworks' behalf.¹

The per-share price reflects a premium tied to market reaction to trial data. It represents a 22% premium to the company's stock price as of March 3, 2026, the day Theravance announced topline results from the ampreloxetine Phase 3 CYPRESS study, and a 10% premium to the volume-weighted average price since that date.¹

The agreement follows a strategic review by the company's Strategic Review Committee and Board, formed in 2024 and working with Lazard, which had already monetized the company's TRELEGY royalty interest for $225 million in 2025 and evaluated outcomes for the CYPRESS study before reaching this transaction.¹

The Strategic Review Committee unanimously recommended the deal, and the Board approved it and recommends shareholders vote in favor.¹

Closing is expected in the second half of 2026, subject to shareholder approval, regulatory clearance and other customary conditions.¹ Either party may terminate the agreement if the merger has not closed by December 28, 2026, though that date can be extended for up to two three-month periods under certain conditions.¹ A termination fee of $32,515,000 applies to either side depending on the circumstances of termination.¹