Theravance Biopharma (TBPH) Proxy filing summary

Executive summary

• Entered into a definitive merger agreement for acquisition by Zymeworks at $17.00 per share in cash, plus a contingent value right (CVR) for 80% of net proceeds from future monetization of ampreloxetine over ten years.

• The transaction values equity at approximately $929 million and represents a 22% premium to the pre-announcement share price.

• The deal follows a comprehensive strategic review by an independent committee and is expected to close in the second half of 2026, subject to shareholder and regulatory approvals.

• Shareholders will receive immediate cash and potential future upside from ampreloxetine, with the remaining 20% of proceeds to Zymeworks.

• The agreement includes provisions for a 12-month post-closing period to pursue ampreloxetine monetization if not completed by closing.

Voting matters and shareholder proposals

• Shareholder approval is required, with a two-thirds majority of shares present and voting at the extraordinary general meeting.

• The board unanimously recommends shareholders vote in favor of the transaction.

• A definitive proxy statement will be filed and distributed to shareholders ahead of the meeting.

Board of directors and corporate governance

• The Strategic Review Committee, composed solely of independent directors, led the review and recommendation process.

• The board and committee unanimously approved the merger after evaluating a broad range of alternatives.

• Post-merger, directors of the surviving company will be determined by Zymeworks, with current officers remaining unless otherwise decided.