Zymeworks to Buy Theravance Biopharma in $929 Million Cash Deal
The acquisition, structured with a contingent value right tied to ampreloxetine, caps a multiyear strategic review at the COPD-focused biopharmaceutical company.
Zymeworks Inc. (ZYME) agreed to acquire Theravance Biopharma, Inc. (TBPH) for $17.00 a share in cash, a transaction that values the target at approximately $929 million in equity consideration. In addition to the cash payment, Theravance Biopharma shareholders will receive a contingent value right entitling them to 80% of net proceeds from any future license, divestiture or other monetization of ampreloxetine over the next ten years, with the remaining 20% accruing to Zymeworks.
The per-share 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, and a 10% premium to its volume-weighted average price since that date. The transaction is expected to close in the second half of 2026, subject to shareholder approval and customary regulatory conditions.
The deal marks the culmination of a comprehensive strategic review process conducted by a special committee of independent directors and the full Theravance Biopharma board, which evaluated a broad range of alternatives. "During the second quarter, we entered into a definitive agreement to be acquired by Zymeworks, marking the culmination of a comprehensive strategic review process and what we believe achieves the greatest value for Theravance Biopharma shareholders," said Rick E. Winningham, Chief Executive Officer of Theravance Biopharma.
The strategic review committee, formed in 2024 and advised by Lazard, oversaw a series of value-maximizing actions leading up to the sale, including the 2025 monetization of Theravance Biopharma's TRELEGY royalty interest to GSK for $225 million. That transaction brought the total potential lifetime value from TRELEGY monetization efforts to $1.525 billion, inclusive of the $1.1 billion upfront received in 2022 and potential milestones.
For Zymeworks, the acquisition adds YUPELRI (revefenacin), the first and only approved nebulized long-acting muscarinic antagonist for the maintenance treatment of chronic obstructive pulmonary disease. YUPELRI's U.S. profit share and ex-U.S. royalties generate roughly $60 million in annualized cash flow at current run rates, with continued expected growth. Zymeworks also cited the addition of diversified assets including royalty interests, milestone payments, a preclinical inflammation and immunology portfolio, and $2.5 billion in Irish tax attributes.
The acquisition will be financed primarily through a $350 million non-dilutive, non-recourse note from OMERS Life Sciences, secured solely by U.S. YUPELRI profit-share cash flows, with 75% of those flows contractually assigned to service the debt. Theravance Biopharma's expected net cash balance of $360 million at closing will contribute to the purchase price, while Zymeworks itself will put up $219 million in cash and expects to receive a $100 million TRELEGY milestone in the first quarter of 2027, assuming conditions are met. The transaction is expected to be accretive to earnings and cash flow upon closing.