Zymeworks agrees to acquire Theravance Biopharma for $929 million in cash plus contingent consideration

Zymeworks Inc. has agreed to acquire Theravance Biopharma Inc. for $929 million in cash, or $17 per share, giving Zymeworks access to the COPD drug Yupelri and planned COPD-focused expansion.

The deal is structured as an all‑cash transaction of approximately $929 million, with Theravance shareholders receiving $17 per share plus a contingent value right to 80% of net proceeds from any future ampreloxetine licensure or divesture in the next 10 years.

The acquisition is expected to close in the second half of 2026, subject to regulatory approvals and Theravance shareholder consent, and will be financed largely through a $350 million non‑recourse note backed by Yupelri’s U.S. profit share, Theravance’s net cash balance, and Zymeworks’ own cash contribution of about $219 million.

Zymeworks will gain a 35% U.S. net profit share in Yupelri, near‑term cash flow from the COPD franchise, Irish tax attributes worth about $2.5 billion, and an option to monetize ampreloxetine, with most ampreloxetine proceeds going to former Theravance shareholders via the CVR.

The transaction is expected to be accretive to Zymeworks’ cash flow and EPS, with the company planning post‑close restructuring at Theravance to reduce R&D and G&A costs while preserving the hospital promotion infrastructure for Yupelri.