Theravance Biopharma merger converts 74,204 shares
A director's ordinary shares and RSU-linked shares converted into cash rights plus contingent value rights; option consideration depended on exercise price.
Rhea-AI Filing Summary
Theravance Biopharma, Inc. director Donal O'Connor reported that 74,204 ordinary shares were canceled in the September 23, 2026 merger with Zymeworks Inc., converting into the right to receive $17.00 in cash and one contingent value right (CVR) per share. A further 6,009 shares underlying RSU awards converted into the right to receive cash based on $17.00 per share, subject to required tax withholding, plus one CVR per share. His share options were canceled: options with exercise prices below $17.00 converted into cash based on the excess over the exercise price, plus CVRs; options priced at or above $17.00 ceased to exist without consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 215,489 shares
Disposition
11 txns
Insider
O'Connor Donal
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (Right to Buy) F3 | 6,000 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 6,000 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 6,000 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 6,000 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 28,000 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 22,044 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 23,576 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 24,258 | -- | -- |
| Disposition | Share Option (Right to Buy) F3 | 13,398 | -- | -- |
| Disposition | Ordinary Shares F1 | 74,204 | -- | -- |
| Disposition | Ordinary Shares F2 | 6,009 | -- | -- |
Holdings After Transaction:
Share Option (Right to Buy) — 0 contracts (Direct);
Ordinary Shares — 0 shares (Direct)
Footnotes (3)
- F1. On September 23, 2026, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated June 28, 2026, by and among the Issuer, Zymeworks Inc. ("Parent"), and Zymeworks Merger Sub 1, a wholly owned subsidiary of Parent, the Issuer became a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each ordinary share, par value $0.00001 per share, of the Issuer ("Ordinary Share") held by the reporting person as of immediately prior to the Effective Time was cancelled and converted into the right to receive (i) $17.00 in cash, without interest (the "Per Share Cash Consideration") and (ii) one contingent value right (a "CVR"). Each CVR represents a non-tradeable contractual contingent right to receive cash payments based on the achievement of certain commercial milestones following the Effective Time.
- F2. At the Effective Time, pursuant to the Merger Agreement, each award of restricted stock units of the Issuer (a "Company RSU Award") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Cash Consideration multiplied by (ii) the number of Ordinary Shares underlying such Company RSU Award (subject to any required tax withholdings as provided in the Merger Agreement) plus (iii) one CVR for each Ordinary Share underlying such Company RSU Award.
- F3. At the Effective Time, each option to purchase Ordinary Shares outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested (a "Company Option"), was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the excess, if any, of the Per Share Cash Consideration over the exercise price of such Company Option, multiplied by (ii) the number of Ordinary Shares underlying such Company Option plus (iii) one CVR for each Ordinary Share underlying such Company Option. However, any Company Option that has an exercise price per Ordinary Share that is greater than or equal to the Per Share Cash Consideration was cancelled and ceased to exist and the holder of any such Company Option was not entitled to payment of any consideration therefor.
Key Figures
Ordinary shares canceled: 74,204 shares
Per Share Cash Consideration: $17.00 per share
Contingent value rights: 1 CVR per share
+2 more
5 metrics
Ordinary shares canceled
74,204 shares
Converted at the effective time on September 23, 2026
Per Share Cash Consideration
$17.00 per share
Cash consideration for ordinary shares and qualifying options
Contingent value rights
1 CVR per share
Attached to ordinary shares, RSU-linked shares, and option-linked shares eligible for consideration
Shares underlying RSU awards
6,009 shares
Converted into cash consideration and CVRs at the merger's effective time
Share-option underlying shares and exercise prices
6,000 at $24.43; 6,000 at $23.85; 6,000 at $30.14; 6,000 at $20.35; 28,000 at $10.15; 22,044 at $10.95; 23,576 at $9.49; 24,258 at $9.39; and 13,398 at $16.64
Option positions canceled at the merger; exercise prices are per share
Key Terms
Per Share Cash Consideration, contingent value right, Company RSU Award, Company Option
4 terms
contingent value right financial
"one contingent value right (a "CVR")"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Company RSU Award financial
"an award of restricted stock units of the Issuer"
Company Option financial
"each option to purchase Ordinary Shares"
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