Overview
- Zymeworks and Theravance signed a definitive all‑cash agreement valuing Theravance at US$929 million, or $17.00 per share, with closing expected in the second half of 2026 subject to regulatory and shareholder approvals.
- The deal centers on Yupelri, Theravance’s only marketed COPD drug that generated US$266.6 million in U.S. net sales in 2025 and currently produces roughly $60 million in annualized cash flow to Theravance.
- Financing for the purchase uses US$219 million of Zymeworks cash, a US$350 million note from OMERS Life Sciences to be repaid from Yupelri royalties at about 8.25%, and Theravance’s cash reserves to cover the balance.
- Theravance shareholders will receive contingent value rights that entitle them to 80% of net proceeds from any licence, sale or monetisation of ampreloxetine over the next ten years while Zymeworks retains 20% of that upside.
- The acquisition marks Zymeworks’s strategic shift into the respiratory market and brings tax attributes, a potential up to US$100 million milestone linked to Trelegy Ellipta sales, and a 20% royalty interest in Yupelri’s partner arrangements.