Traders should monitor the shareholder vote on September 18, 2026. The deal is fully financed and HSR cleared, so the primary risk is shareholder approval. If approved, shares will likely trade near $17.00 until close. The CVR is speculative and non-tradable, so its value is uncertain.
Price Chart
Executive Summary
Theravance Biopharma (TBPH) is being acquired by Zymeworks (ZYME) for $17.00 per share in cash plus one CVR per share, with the CVR entitling holders to 80% of net proceeds from any future monetization of ampreloxetine, a $50M milestone upon first commercial sale, and 10% royalties on net sales. The board unanimously recommends approval, and a fairness opinion from Lazard supports the consideration. The shareholder vote is scheduled for September 18, 2026, requiring a two-thirds majority, and the deal is expected to close in H2 2026.
Key Financial Metrics
Key Facts
- Shareholders to receive $17.00 per share in cash plus one CVR per share, representing contingent payments tied to ampreloxetine monetization.
- CVR includes 80% of net proceeds from any license/divestiture of ampreloxetine within 10 years, a $50M milestone on first commercial sale, and 10% royalties on net sales.
- Board of Directors unanimously recommends voting FOR the merger proposal.
- Lazard rendered a fairness opinion that the per-share consideration is fair from a financial point of view.
- Vote requires approval by holders of at least two-thirds of ordinary shares present and voting at the extraordinary general meeting on September 18, 2026.
- HSR Act waiting period expired early on August 4, 2026; no other regulatory approvals mentioned as conditions.
- Dissenting shareholders may seek fair value under Cayman Islands law, but must follow strict procedures.
- Termination fee of $32,515,000 payable by either party under certain circumstances.
- Financing committed via $350M senior secured notes from OMERS Life Sciences; no financing condition for closing.
- Equity awards (options, RSUs, PSUs) will be cashed out at $17.00 per share plus CVRs; ESPP already suspended.
Financial Impact
Total equity value approximately $882M based on $17.00 per share and 51.9M shares outstanding; plus contingent CVR payments with uncertain value.
Risk Factors
- Shareholder vote may fail if two-thirds majority not achieved.
- CVR payments are highly speculative and may never materialize; Parent has no obligation to pursue ampreloxetine monetization.
- Potential litigation or appraisal actions could delay closing.
- Termination fee of $32.5M may not fully compensate if deal fails.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001104659-26-099364 |
| Document: tm2621435-2_defm14a.htm | 0001104659-26-099364 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 25, 2026 5w ago | DEFA14A | $17.03 $17.03 | · 0.00% | ▼ −0.23% | — |
Aug 21, 2026 6w ago | DEFM14A | $17.01 $17.05 | ▲ +0.24% | ▲ +0.76% | — |
Aug 11, 2026 7w ago | PREM14A | $16.91 $17.06 | ▲ +0.89% | ▲ +1.95% | — |
Aug 10, 2026 7w ago | 8-K | $16.91 $17.06 | ▲ +0.89% | ▲ +1.80% | — |
Jun 29, 2026 13w ago | 8-K | $17.06 $16.86 | ▼ −1.17% | ▼ −0.89% | — |
Jun 23, 2026 14w ago | 8-K | $17.27 $16.81 | ▼ −2.66% | ▼ −4.60% | — |
May 7, 2026 21w ago | 8-K | $17.02 $15.92 | ▼ −6.46% | ▼ −9.60% | — |
Mar 3, 2026 30w ago | 8-K | $13.96 $16.23 | ▼ −16.26% | ▼ −20.66% | — |
US Market Status
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