THERAVANCE BIOPHARMA ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY ZYMEWORKS FOR $17.00 PER SHARE IN CASH PLUS A CONTINGENT VALUE RIGHT

Theravance Biopharma, Inc. has announced a definitive agreement for its acquisition by Zymeworks Inc. in a transaction valued at approximately $929 million. Under the terms of the agreement, Theravance Biopharma shareholders will receive $17.00 per share in cash, along with a contingent value right (CVR) that entitles them to 80% of the net proceeds from any future monetization of the drug ampreloxetine. The transaction is expected to close in the second half of 2026, pending shareholder approval and customary closing conditions.

Theravance Biopharma, headquartered in Dublin, is known for its focus on developing innovative medicines, particularly in the respiratory therapeutic area. Its flagship product, YUPELRI® (revefenacin), has gained traction as a maintenance treatment for chronic obstructive pulmonary disease (COPD). The company has undergone significant strategic reviews, including the monetization of its TRELEGY® royalty interest for $225 million in 2025, aimed at maximizing shareholder value. The decision to pursue this acquisition follows a comprehensive evaluation of various strategic alternatives by the company's Board of Directors and Strategic Review Committee.

Zymeworks, a biopharmaceutical company specializing in the development of multifunctional therapeutics, views this acquisition as a strategic move to enhance its product pipeline and expand its therapeutic offerings. The acquisition of Theravance Biopharma not only provides Zymeworks access to YUPELRI® but also positions it to capitalize on the potential future value of ampreloxetine. The CVR mechanism allows Zymeworks to share in the upside of ampreloxetine's commercialization, which has been identified as having potential applications in treating conditions with high unmet medical needs.

The transaction reflects broader trends in the biopharmaceutical sector, where companies are increasingly seeking to consolidate resources and capabilities to drive growth. As companies navigate a challenging regulatory environment and the ongoing pressures of drug development, strategic acquisitions like this one are becoming more common. The premium offered to Theravance Biopharma shareholders, which is approximately 22% above the company's stock price prior to the announcement, underscores the competitive landscape for innovative biopharmaceutical assets.

Overall, this acquisition marks a significant development in the biopharmaceutical industry, highlighting the ongoing consolidation trend as companies seek to enhance their portfolios and drive shareholder value. As Zymeworks integrates Theravance Biopharma’s assets, the market will be closely watching how this transaction unfolds and the potential impact it may have on both companies' futures and the broader sector dynamics.