Zymeworks Inc. has completed its previously announced merger with Theravance Biopharma, Inc. The transaction, agreed to on June 28, 2026, was finalized on September 23, 2026. Under the terms of the Merger Agreement, Theravance was merged into a wholly owned subsidiary of Zymeworks, with Theravance surviving the merger as the Surviving Company.
Shareholders of Theravance received $17.00 in cash per share, known as the Per Share Cash Consideration, along with one contingent value right (CVR) for each share. The CVRs are non-tradeable contractual rights that entitle holders to a share of future payments related to the drug ampreloxetine. These payments include:
- License Proceeds: A pro rata share of 80% of net proceeds from any license, divestiture, or monetization transaction of ampreloxetine within ten years of the merger.
- First Commercial Sale Milestone: A pro rata share of $50 million upon the first commercial sale of ampreloxetine in the U.S., UK, Spain, France, Germany, or Italy.
- Royalty Payments: A pro rata share of 10% of net sales from the date of the first commercial sale until the 10th anniversary of that date, patent expiration, or loss of exclusivity.
In connection with the merger, Zymeworks entered into a $350 million senior secured note purchase agreement with OCM IP Healthcare Portfolio LP. The notes bear interest at a fixed rate of 8.25% per annum and mature on December 31, 2036. Interest is payable quarterly. The net proceeds from these notes were used to fund a portion of the merger consideration and the potential CVR payments.
Zymeworks has scheduled a conference call for investors on September 28, 2026, at 8:30 am Eastern Time to discuss the final details of the acquisition.
