Zymeworks Inc. Announces Merger Close, $350M Note Financing

What Happened

• Zymeworks filed an 8-K reporting that its merger closed on September 22, 2026. In connection with the closing, Zymeworks, Computershare Inc. and Computershare Trust Company, N.A. entered a Contingent Value Rights Agreement (CVR Agreement) for non-tradeable CVRs tied to ampreloxetine. Also on the closing date, two Zymeworks indirect subsidiaries issued $350,000,000 of senior secured notes to OCM IP Healthcare Portfolio LP (an OMERS affiliate) under a Note Purchase Agreement, with U.S. Bank Trust Company serving as agent. A press release announcing the closing was issued Sept 23 and a conference call is scheduled for Sept 28, 2026.

Key Details

• CVRs: holders get a pro rata share of (i) 80% of net license/divestiture proceeds for ampreloxetine received within 10 years, (ii) a pro rata share of a $50 million cash milestone upon first commercial sale in specified countries, and (iii) a pro rata share of 10% of net sales on a country-by-country basis for the applicable royalty period. CVRs are non-tradeable, non-voting, not equity and transferable only in limited circumstances.
• Notes: $350,000,000 aggregate principal issued by Clover Finance Trust and Clover Finance LLC; 8.25% fixed interest; maturity December 31, 2036; interest payable quarterly beginning December 2026. Interest shortfalls may be paid-in-kind by increasing principal.
• Security & guarantees: notes are senior secured obligations guaranteed by Theravance Biopharma Ireland Limited, Theravance Biopharma US, LLC, Theravance Biopharma R&D IP, LLC and Theravance Biopharma Antibiotics IP, LLC, with a first-priority lien on substantially all personal property of the issuers and guarantors (subject to customary exclusions).
• Use of proceeds and covenants: net proceeds funded part of the per-share cash consideration for the merger and the CVR Payment Amount. The note documents include customary covenants, events of default, change-of-control provisions and an option for issuer redemption subject to yield-maintenance fees early in the term.

Why It Matters

• The merger close is the primary corporate event and the CVR structure gives former Zymeworks shareholders a contingent, speculative upside tied to commercial or licensing success of ampreloxetine — but CVR payments are not guaranteed and the rights are non-transferable and non-voting.
• The $350M of secured notes materially increases the combined company’s debt load (8.25% fixed) and creates secured creditor claims on company assets, which may affect capital allocation and financial flexibility. The notes contain covenants and change-of-control mechanics that investors should monitor.
• Zymeworks issued a press release and will host a conference call on Sept 28; the company intends to amend the 8-K to include required financial and pro forma information.