Theravance Biopharma Announces Completion of Merger with Zymeworks; $17/Share

What Happened
Theravance Biopharma, Inc. (TBPH) filed an 8-K on September 23, 2026 announcing the closing of the previously disclosed merger with Zymeworks (the Merger). At the Effective Time, each outstanding ordinary share of Theravance was canceled and converted into $17.00 in cash plus one contingent value right (CVR). As of the closing, Theravance became a wholly owned subsidiary of the parent, and a change in control occurred. Parent financed the transaction using cash on hand and new debt financing.

Key Details

• Per-share merger consideration: $17.00 cash plus one CVR per ordinary share.
• Equity awards: outstanding stock options, RSUs and PSUs were canceled and converted into cash payments and CVRs:
  • Options in-the-money: cash = (Per Share Cash Consideration − exercise price) × number of shares, plus one CVR per underlying share. Options with exercise price ≥ $17.00 were canceled with no payment.
  • RSUs and PSUs: converted into cash equal to $17.00 × underlying shares, plus one CVR per underlying share (subject to tax withholding).
• CVR terms (issued under a CVR Agreement with Computershare): each CVR is non‑tradeable and may pay, on a pro rata basis:
  • 80% of net proceeds from any license, divestiture or monetization of ampreloxetine received within 10 years of the Effective Time;
  • $50 million in cash upon the first commercial sale of ampreloxetine in the U.S., UK, Spain, France, Germany or Italy if that sale occurs on or before the 10‑year CVR expiration;
  • 10% of net sales (country-by-country) from first commercial sale through the later of the 10th anniversary of that sale, patent expiration, or loss of exclusivity.
• CVRs carry no voting rights, dividends, equity interest or general transferability, and any payments under them are speculative and not guaranteed.

Why It Matters
Shareholders received immediate cash consideration ($17/share) but surrendered ordinary-share rights; their only ongoing contractual interest in potential future ampreloxetine revenue is via the CVR, which is expressly limited, non-transferable in normal circumstances, and contingent on future events. Option and equity award holders received cash and CVRs according to the Merger terms, but out‑of‑the‑money options (exercise price ≥ $17) were cancelled without payment. The transaction takes Theravance private as a subsidiary of Zymeworks, and any future value to former public shareholders depends entirely on uncertain CVR outcomes tied to ampreloxetine commercialization or monetization.