Canada-based Zymeworks Inc. (Nasdaq: ZYME) has agreed to acquire Dublin-based Theravance Biopharma, Inc. (Nasdaq: TBPH) for USD 17.00 per share in cash, representing an equity value of approximately USD 929 million, plus a contingent value right (CVR) tied to the future monetization of ampreloxetine. The transaction diversifies Zymeworks' revenue base with a commercial-stage respiratory asset while adding royalty streams, milestone receivables, and approximately USD 2.5 billion in Irish tax attributes, the latter potentially of use in offsetting future taxable income from the combined business.
Zymeworks will fund the acquisition through a USD 350 million non-recourse note from OMERS Life Sciences, secured solely against Theravance's US revefenacin (Yupelri) profit-share cash flows, with 75% of those flows contractually assigned to service the debt. Zymeworks will contribute approximately USD 219 million in cash, with Theravance's expected net cash balance of approximately USD 360 million at closing providing additional funding. Theravance shareholders will also receive a CVR entitling them to 80% of proceeds from any future monetization of ampreloxetine. The deal is expected to close in the second half of 2026, subject to Theravance shareholder approval and customary regulatory conditions.
The acquisition's primary commercial rationale centers on revefenacin (Yupelri), the first and only once-daily nebulized long-acting muscarinic antagonist approved in the US for COPD maintenance therapy. Marketed via a profit-sharing collaboration with Viatris, Yupelri generated USD 266.6 million in US net sales in 2025, up 12% year-over-year, with annualized cash flows of approximately USD 60 million at current run-rates. Zymeworks also expects to receive a USD 100 million Trelegy Ellipta commercial milestone from Royalty Pharma in Q1 2027, contingent on GSK achieving 2026 net sales thresholds, which would effectively reduce Zymeworks' net capital outlay by roughly 50%. The deal was precipitated by Theravance's Phase III CYPRESS study failure for ampreloxetine in MSA-related neurogenic orthostatic hypotension in March 2026, which triggered an accelerated strategic review; the USD 17.00 per share price represents a 22% premium to Theravance's closing price on the day that failure was announced.