Zymeworks Inc. has agreed to acquire Theravance Biopharma, Inc. in an all-cash transaction valued at approximately $929 million, marking a significant consolidation in the biotechnology sector. Under the terms of the definitive agreement, Theravance Biopharma shareholders will receive $17.00 per share in cash, along with the potential for additional payments tied to the future commercialization of the experimental therapy ampreloxetine.
The acquisition price represents a 22% premium over Theravance Biopharma’s closing share price on March 3, 2026, the day the company announced topline results from its Phase 3 CYPRESS study evaluating ampreloxetine. It also reflects a 10% premium to the company’s volume-weighted average share price since that date.
In addition to the cash payment, shareholders will receive a Contingent Value Right (CVR) that entitles them to 80% of the net proceeds from any future licensing, divestiture, or other monetization of ampreloxetine over the next ten years. Zymeworks will retain the remaining 20% of any such proceeds.
The transaction follows an extensive strategic review conducted by Theravance Biopharma’s Strategic Review Committee and Board of Directors. The review, launched in 2024, examined a wide range of options aimed at maximizing shareholder value, including asset sales, restructuring initiatives, and potential strategic partnerships or acquisitions.
During the review process, the company completed several major initiatives. In 2025, it monetized its royalty interest in TRELEGY® for $225 million, strengthened its financial position, and carried out an organizational restructuring. The committee also developed contingency plans around the outcome of the Phase 3 CYPRESS trial while continuing to assess multiple strategic alternatives before ultimately recommending the sale to Zymeworks.
According to Theravance Biopharma, the board concluded that the acquisition offered the most attractive value for shareholders by combining immediate cash consideration with the opportunity to benefit from any future success of ampreloxetine through the contingent value right.
The company’s portfolio includes YUPELRI®, an approved maintenance treatment for chronic obstructive pulmonary disease (COPD), which has become an established therapy for patients requiring long-term bronchodilator treatment. Theravance Biopharma also retains financial interests in additional assets, including a potential milestone payment related to TRELEGY and valuable Irish tax attributes, all of which contributed to the company’s overall valuation during the acquisition process.
Ampreloxetine remains one of the company’s key investigational assets. The drug has been studied for the treatment of multiple system atrophy (MSA) patients experiencing neurogenic orthostatic hypotension (nOH), a rare and debilitating condition characterized by severe drops in blood pressure upon standing. Although development has faced challenges, the CVR structure allows existing shareholders to participate in any future value generated if the therapy is successfully licensed, sold, or otherwise commercialized.
Susannah Gray, independent Chair of Theravance Biopharma’s Board of Directors and Chair of the Strategic Review Committee, said the agreement reflects the full value of the company’s portfolio while providing shareholders with both immediate financial returns and continued exposure to the long-term potential of ampreloxetine.
Chief Executive Officer Rick E. Winningham highlighted the company’s accomplishments over recent years, pointing to the successful development and commercialization of YUPELRI as well as ongoing efforts to determine a future path for ampreloxetine in patients with MSA and neurogenic orthostatic hypotension. He also credited employees for their role in building the company and advancing therapies for patients with significant unmet medical needs.
Once completed, the acquisition will add Theravance Biopharma’s commercial assets, development programs, and financial resources to Zymeworks’ growing oncology-focused portfolio, while providing Theravance shareholders with immediate value and the possibility of additional future returns tied to ampreloxetine’s long-term prospects.