Theravance Biopharma, Inc. has completed a merger with Zymeworks Inc., resulting in the delisting of its stock from the Nasdaq Global Market. The transaction, finalized on September 23, 2026, involved Zymeworks Merger Sub 1 merging with and into Theravance, with Theravance surviving as a wholly owned subsidiary of Zymeworks.
Under the terms of the Agreement and Plan of Merger, Theravance shareholders received $17.00 in cash per share, along with one contingent value right (CVR) per share. The CVR grants holders a right to future payments related to the drug candidate ampreloxetine. Specifically, holders are entitled to:
- 80% of net proceeds from any license, divestiture, or monetization transaction of ampreloxetine executed within ten years of the merger.
- A pro rata share of $50 million in cash upon the first commercial sale of ampreloxetine in the U.S., U.K., Spain, France, Germany, or Italy.
- A pro rata share of 10% of net sales from the date of the first commercial sale until the 10th anniversary of that date or the loss of exclusivity.
In connection with the merger, Theravance notified Nasdaq of the closing and requested the suspension of trading for its Ordinary Shares. The company also filed a notification of removal from listing to deregister its shares under the Securities Exchange Act of 1934. Following the effectiveness of this filing, Theravance intends to terminate its registration obligations under the Act.
The merger resulted in a change of control of Theravance. As part of the transition, six members of Theravance’s Board of Directors, including CEO Rick E Winningham, resigned. Kristin Stafford, Scott Platshon, and Paul Schneider were appointed to the board in their place. Additionally, the company amended its memorandum and articles of association to reflect the change in corporate structure.
