Theravance completes $17/share cash-plus-CVR merger with Zymeworks; delists from Nasdaq

Theravance Biopharma, Inc.

Merger closed Sept 23, 2026: each TBPH share converted to $17.00 cash plus one contingent value right (CVR).
CVR pays 80% of net ampreloxetine license proceeds within 10 years, $50M milestone on first US/UK/Spain/France/Germany/Italy sale, and 10% of net sales.
CEO Rick Winningham and all six directors resigned at closing; Kristin Stafford, Scott Platshon, Paul Schneider appointed as new directors.
Ordinary shares delisted from Nasdaq; Form 25 to be filed with deregistration via Form 15 planned.
Merger financed by Zymeworks through cash on hand plus new debt financing.

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