Theravance Biopharma to be acquired by Zymeworks for $17.00/share cash plus CVR

Theravance Biopharma, Inc.

• Shareholders receive $17.00/share cash (~$929M equity value) plus a CVR for 80% of net proceeds from ampreloxetine monetization over ten years.
• Transaction represents a 22% premium to TBPH's March 3, 2026 close and 10% premium to VWAP since then.
• Merger expected to close in H2 2026, subject to shareholder vote (2/3 majority), HSR clearance, and customary conditions.
• Termination fees: $32.515M payable by either party under certain circumstances.
• Parent's debt financing commitment from OMERS Life Sciences; no financing condition for closing.