Theravance Biopharma announced that it has entered into a definitive agreement to be acquired by Zymeworks for $17 per share in cash. The transaction represents an equity value of approximately $929 million.
Theravance Biopharma shareholders will also receive a contingent value right (CVR), which entitles them to 80% of net proceeds from any future license, divestiture, or other monetization of ampreloxetine over the next 10 years. Zymeworks will receive the remaining 20% of any such proceeds.
The $17-per-share cash price represents a 22% premium to Theravance Biopharma’s closing stock price on March 3, 2026, the day the company announced topline results from the ampreloxetine Phase 3 CYPRESS study. It also represents a 10% premium to Theravance Biopharma’s volume-weighted average price since that date.
This deal follows a comprehensive strategic alternatives review by Theravance Biopharma’s Strategic Review Committee and Board of Directors. Since the committee was formed in 2024, it has worked with Lazard on several initiatives to maximize shareholder value, including the $225 million monetization of the company’s TRELEGY royalty interest in 2025, scenario planning tied to the CYPRESS Phase 3 study, and the evaluation of strategic alternatives that ultimately led to this agreement.
Theravance Biopharma also implemented an organizational restructuring during the review period.
Under the agreement, if a license, divestiture, or monetization transaction involving ampreloxetine is not completed by closing, a designee from Theravance Biopharma will explore potential opportunities to license, divest, or otherwise monetize the asset on behalf of Zymeworks for 12 months following closing.
Theravance Biopharma’s assets include its interest in YUPELRI, a potential TRELEGY milestone payment, its balance sheet, Irish tax attributes, and ampreloxetine. YUPELRI is an FDA-approved inhalation solution used for the maintenance treatment of patients with chronic obstructive pulmonary disease.
Ampreloxetine has been evaluated as a potential treatment for patients with multiple system atrophy and neurogenic orthostatic hypotension, a patient population with high unmet medical need.
The Strategic Review Committee, composed solely of independent directors, unanimously recommended the transaction to Theravance Biopharma’s Board of Directors. The Board unanimously approved the transaction and recommends that shareholders vote in favor of the deal.
The transaction is expected to close in the second half of 2026, subject to Theravance Biopharma shareholder approval, applicable regulatory approvals, and other customary closing conditions.
Lazard is serving as lead financial advisor to Theravance Biopharma, and Evercore is also serving as financial advisor. Skadden, Arps, Slate, Meagher & Flom is serving as legal counsel to Theravance Biopharma.
Kirkland & Ellis is serving as legal counsel to Zymeworks, and Matheson provided tax counsel. TD Cowen served as a financial advisor to Zymeworks on the OMERS royalty note, and MTS Health Partners provided financial advice to Zymeworks.
KEY QUOTES:
“After evaluating a broad range of strategic alternatives, the Strategic Review Committee and full Board of Directors determined that this transaction achieves the greatest value for Theravance Biopharma shareholders. We believe this transaction recognizes the value of our assets, including our interest in YUPELRI, the potential TRELEGY milestone payment, a robust balance sheet and Irish tax attributes. In addition to delivering immediate cash to shareholders, this transaction also preserves the opportunity for them to benefit from any future value that may be realized from ampreloxetine through the contingent value right.”
Susannah Gray, Independent Chair of the Board and Chair of the Strategic Review Committee at Theravance Biopharma
“We are proud of what Theravance Biopharma has accomplished over the past several years, including the successful development and commercialization of YUPELRI, which has become an important treatment option for patients with COPD. Additionally, we continue to explore whether there is a path to bring ampreloxetine to patients with MSA and nOH, a community with high unmet medical need. Our achievements would not have been possible without the dedication and commitment of our team, whose contributions helped the Company reach this outcome and make a difference for patients around the world.”
Rick E Winningham, CEO of Theravance Biopharma
