Theravance Biopharma (TBPH) Proxy filing summary

Executive summary

• Shareholders are asked to approve a merger with Zymeworks Inc., making the company a wholly owned subsidiary and delisting its shares from Nasdaq.

• Each outstanding ordinary share will be converted into $17.00 in cash plus one non-tradable contingent value right (CVR) tied to future monetization of ampreloxetine.

• The board unanimously recommends voting in favor of the merger, citing strategic alternatives, attractive value, and certainty of cash consideration.

• The merger is expected to close in the second half of 2026, pending shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Proposal 1: Approve the merger agreement, plan of merger, amendments to governing documents, and increase in authorized share capital.

• Proposal 2: Advisory (non-binding) vote on compensation payable to named executive officers in connection with the merger.

• Proposal 3: Approve adjournment of the meeting if necessary to solicit more votes or meet quorum.

• Approval of the merger requires a special resolution by at least two-thirds of shares present and voting.

Board of directors and corporate governance

• The board and a strategic review committee of independent directors led the evaluation of strategic alternatives and the negotiation process.

• Directors and executive officers collectively own approximately 7.3% of outstanding shares and intend to vote in favor.

• Post-merger, directors of the merger sub will become directors of the surviving company.