Vancouver, British Columbia-based Zymeworks Inc. (Nasdaq: ZYME) has completed its acquisition of Theravance Biopharma, adding a commercial-stage respiratory asset and associated royalty streams to its portfolio. First announced in June, Zymeworks noted that the transaction advances its strategy to build a diversified revenue-generating biotechnology company combining commercial cash flows with internal R&D.
Theravance shareholders received USD 17.00 per share in cash, representing an equity value of approximately USD 929 million, plus a contingent value right tied to ampreloxetine. The CVR entitles former shareholders to 80% of net proceeds from any license, divestiture, or other monetization of the asset within ten years, a USD 50 million payment upon its first commercial sale in specified major markets, and 10% of subsequent net sales under the terms of the agreement.
Zymeworks funded the acquisition through a USD 350 million non-recourse note from OMERS Life Sciences, secured solely against Theravance's US revefenacin profit-share cash flows, approximately USD 219 million of its own cash, and Theravance's expected net cash balance of approximately USD 360 million at closing. Zymeworks also expects to receive a USD 100 million commercial milestone payment from Royalty Pharma in Q1 2027, contingent on global net sales of TRELEGY ELLIPTA by GSK meeting the applicable milestone conditions.
The primary commercial rationale centers on revefenacin (Yupelri), a once-daily nebulized LAMA approved in the US for the maintenance treatment of chronic obstructive pulmonary disease (COPD), marketed through a profit-sharing collaboration with Viatris. Revefenacin generated USD 266.6 million in US net sales in 2025, representing 12% year-over-year growth, with annualized cash flows of approximately USD 60 million at current run-rates; generic entry is contractually deferred until April 2039. The non-recourse structure ring-fences debt obligations within Theravance's revefenacin-related entities, which Zymeworks said preserves its capacity to continue its USD 125 million share repurchase program alongside the acquisition.
Through the transaction, Zymeworks also acquires additional royalty interests and approximately USD 2.5 billion in Irish tax attributes, and said it will retain Theravance's remaining R&D assets for evaluation within its broader pipeline framework.