aibioZymeworks agrees to buy Theravance Biopharma for $17 per share, about $929 million
Tickers ZYME
Zymeworks will pay $17.00 per share in cash, financed mainly by a $350 million non-recourse note from OMERS Life Sciences. The release says 75% of the YUPELRI profit-share cash flows are assigned to OMERS to service the note.
Key facts
- Company
- Zymeworks Inc. (NASDAQ: ZYME)
- News type
- Mergers
- Primary source
- Zymeworks Inc. 8-K (2026-06-29)
Zymeworks Inc. (Nasdaq: ZYME) said on June 29, 2026 that it has agreed to acquire Theravance Biopharma, Inc. (Nasdaq: TBPH) for $17.00 per share in cash. The total transaction value is approximately $929 million, subject to customary adjustments and payable at closing. Both boards approved the deal unanimously. Closing is subject to certain regulatory approvals and approval by Theravance shareholders, and the release expects it in the second half of 2026.
The deal adds YUPELRI (revefenacin), which the release calls the first and only approved nebulized long-acting muscarinic antagonist for the maintenance treatment of chronic obstructive pulmonary disease. Zymeworks would receive a 35% U.S. net profit share in the product, plus ex-U.S. royalties. The release says these together generate about $60 million of annualised cash flow at current run-rates.
How the price is funded
The acquisition will be financed through a $350 million non-recourse note from OMERS Life Sciences. The release says 75% of the YUPELRI profit-share cash flows are contractually assigned to OMERS to service the debt. The note is secured by assets and entities of Theravance related to YUPELRI and has no recourse to the rest of Zymeworks' business.
Zymeworks will also use approximately $219 million of its existing cash, along with expected net cash of approximately $360 million at Theravance at closing. It expects a $100 million milestone payment from Royalty Pharma in the first quarter of 2027, related to sales of TRELEGY ELLIPTA by GSK. The release's risk language says TRELEGY may not achieve the sales needed for the milestones to be met. With that milestone, the company says its effective net investment would fall by roughly 50%.
The product behind the price
The release says YUPELRI has been marketed in the United States since 2019 through a collaboration between Viatris Inc. and Theravance, which are responsible for community and hospital promotion respectively. U.S. net sales were $266.6 million in 2025, up 12% on 2024. For the first quarter of 2026 they were $62.4 million, up 7% on the same quarter of 2025.
Settlements have been reached with all YUPELRI generic filers for an April 2039 licensed launch date, or earlier depending on certain circumstances. Theravance remains eligible for an additional $125 million in commercial milestones from Viatris based on U.S. net sales.
What else comes with it
Zymeworks will keep Theravance's research and development assets and says it will evaluate them within its wider pipeline. For one year after closing, a designee of Theravance will seek to license, divest or otherwise monetize ampreloxetine, with the economics shared 20/80 between Zymeworks and Theravance shareholders. Zymeworks will retain approximately $2.5 billion of Irish tax attributes accumulated by Theravance.
Upon closing, Zymeworks intends to complete Theravance's previously announced organizational restructuring, which it expects to reduce research and development and general and administrative costs significantly. It intends to substantially preserve Theravance's hospital promotion infrastructure.
Advisers
Kirkland & Ellis LLP is legal counsel to Zymeworks, and Matheson provided Irish tax counsel. TD Cowen was financial advisor to Zymeworks on the OMERS royalty note, and MTS Health Partners provided financial advice to Zymeworks. Lazard is lead financial advisor to Theravance, with Evercore also acting as financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is its legal counsel. Sidley Austin LLP is legal counsel to OMERS Life Sciences, with Maples and Calder (Ireland) LLP and Davies Ward Phillips & Vineberg LLP providing Irish legal and tax counsel to OMERS.
Zymeworks' own accounts
Zymeworks' 2025 annual report on Form 10-K gives revenue of $106.0 million, against $76.3 million for 2024. It reports a net loss of $81.1 million for 2025, against $122.7 million for 2024. Cash used in operations was $33.0 million in 2025 and $110.1 million in 2024. Cash and cash equivalents at the end of 2024 were $66.1 million.
The release says Zymeworks has repurchased 1,437,073 shares for $35.4 million under its repurchase program as of June 29, 2026, at an average price of $24.63, and plans to continue. It does not give Zymeworks' cash balance at the date of the announcement. The release says the deal is expected to be accretive to earnings and cash flow upon closing and shows no calculation.