Theravance Biopharma Inc

Zymeworks Inc. announced final transaction details and updated 2026 financial guidance following completion of its acquisition of Theravance Biopharma. The deal adds YUPELRI (revefenacin) to Zymeworks' portfolio, giving it a 35% share of net U.S. profits and ex-U.S. royalties through Theravance's collaboration with Viatris; in the first half of 2026, total YUPELRI sales of $133.1 million generated $38.4 million in collaboration revenue for Theravance Biopharma. Zymeworks expects 2026 total revenue of between $278 million and $292 million and 2026 Adjusted EBITDA of between $114 million and $128 million, and it projects a mid-teens base-case IRR supported primarily by YUPELRI growth and a smaller contribution from VIBATIV, with no value assigned to $2.5 billion of Irish tax attributes or to a potential $100 million TRELEGY ELLIPTA milestone payment expected in the first quarter of 2027. Theravance Biopharma shareholders received $17.00 in cash per share at closing, financed by a $350 million non-dilutive, non-recourse note from OMERS, under which 75% of YUPELRI profit-share cash flows are contractually assigned to OMERS, plus approximately $217.5 million of Zymeworks' existing cash. Zymeworks also said it will retain the current commercial organization supporting YUPELRI hospital promotion, named Stuart Knight as Executive Vice President and Chief Information Officer and Jesse Fecker as Vice President, Intellectual Property, and reported that it has used approximately $49.3 million of its $125.0 million 2026 share repurchase authorization to buy 1,971,454 shares at an average price of $25.04.

Zymeworks shares climbed nearly 4.0% in pre-market trading as investors positioned themselves ahead of an important U.S. regulatory decision on zanidatamab, expected the following day. The FDA's PDUFA target action date for zanidatamab, a bispecific HER2-targeting antibody developed alongside Jazz Pharmaceuticals, is August 25, 2026, with the regulator reviewing the treatment for first-line HER2-positive locally advanced or metastatic gastroesophageal adenocarcinoma. Approval would immediately trigger a $250 million U.S. regulatory milestone payment, with up to an additional $190 million possible through regulatory milestones in other markets. Citi placed the stock on an upside 90-day catalyst watch earlier in August, while Truist and Wells Fargo have increased their price targets ahead of the PDUFA date. Zymeworks is also pursuing a roughly $929 million all-cash acquisition of Theravance Biopharma, expected to close in the second half of 2026, which would add commercial cash flows from the COPD treatment YUPELRI.

Theravance Biopharma shares fell about 3% on June 29, 2026, after the company announced a definitive agreement to be acquired by Zymeworks in an all-cash deal valued at approximately $929 million. Theravance shareholders will receive $17.00 per share in cash, a 22% premium to the closing price on March 3, 2026, the day the company reported failed phase III results for its lead candidate ampreloxetine, plus a contingent value right for 80% of any future net proceeds from licensing or monetizing ampreloxetine over 10 years. The acquisition, expected to close in the second half of 2026, follows a strategic review launched after the CYPRESS study missed primary and secondary endpoints, leading Theravance to wind down the program and restructure. The company had relied heavily on collaboration revenues from its 35% share of U.S. profits on Viatris' COPD therapy Yupelri. Management stated the Zymeworks deal is the most value-maximizing option for shareholders.

Zymeworks has agreed to acquire Theravance Biopharma in a cash deal valued at approximately $929 million. Theravance shareholders will receive $17 per share plus a contingent value right entitling them to 80% of net proceeds from any future monetization of ampreloxetine within ten years. The boards of both companies have unanimously approved the transaction, which is expected to close in the second half of 2026, subject to shareholder and regulatory approvals. Financing includes a $350 million note from OMERS Life Sciences and cash from both companies' expected balances at closing.