Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
As previously announced, on June 28, 2026, Zymeworks Inc. (“Zymeworks” or the “Company”) entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Theravance Biopharma, Inc. (“Theravance”) and Zymeworks Merger Sub 1, a wholly owned subsidiary of Zymeworks (“Merger Sub”). On September 23, 2026,
pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Theravance (the “Merger”), with Theravance surviving the Merger as a wholly owned subsidiary of Zymeworks.
At the effective time of the Merger, each ordinary share of Theravance issued and outstanding immediately prior to the effective time, other
than certain excluded shares as specified in the Merger Agreement, was cancelled and converted into the right to receive (i) $17.00 in cash, without interest, and (ii) one contingent value right (“CVR”), representing a non-transferable contractual right to receive, subject to the terms and conditions of the contingent value rights agreement, a pro rata share of (a) 80% of the net proceeds received by Zymeworks or its affiliates
from any license, divestiture or other monetization transaction involving ampreloxetine executed during the ten-year period following the effective time of the Merger, (b) $50 million in cash upon the
first commercial sale of ampreloxetine by Zymeworks or its affiliates in the United States, United Kingdom, Spain, France, Germany or Italy on or prior to the expiration of such ten-year period, and (c) 10% of
the net sales of ampreloxetine received by Zymeworks or its affiliates, on a country-by-country basis, from the date of first commercial sale until the later of the
tenth anniversary of such date, patent expiration or loss of exclusivity (collectively, the “Merger Consideration”).
At the
effective time of the Merger, each outstanding Theravance stock option, restricted stock unit (“RSU”) award and performance stock unit (“PSU”) award was cancelled and converted into the right to receive cash consideration
and, as applicable, CVRs in accordance with the terms of the Merger Agreement. The cash consideration payable with respect to each stock option was based on the excess, if any, of the $17.00 per share cash consideration over the applicable exercise
price, while the cash consideration payable with respect to RSU and PSU awards was based on the $17.00 per share cash consideration and the applicable number of underlying Theravance ordinary shares.
The cash portion of the Merger Consideration was financed through a combination of (i) $350 million
non-dilutive, non-recourse notes from OMERS Life Sciences (the “Financing Transaction”), (ii) cash acquired from Theravance and (iii) Zymeworks’
available cash on hand. Under the terms of the non-recourse notes, 75% of the YUPELRI profit-share cash flows are contractually assigned to OMERS Life Sciences to service the associated debt obligations. The
notes are secured by the assets and entities related to YUPELRI and have no recourse to the remainder of Zymeworks’ business.
The non-recourse notes bear interest at a rate of 8.25% per annum, with interest payable quarterly in arrears. Under these terms, an amount equal to 75% of YUPELRI Adjusted Net Profit, after payment of certain fees and
expenses, is applied first to accrued interest, then to principal attributable to previously capitalized interest deficiencies and thereafter to remaining principal and other obligations under the notes.
To the extent available cash flows are insufficient to pay accrued and unpaid interest on a payment date, such unpaid interest is paid in kind
and capitalized by increasing the outstanding principal amount of the notes and thereafter accrues interest at the applicable rate. Upon the occurrence and continuation of certain events of default, the applicable interest rate increases by 3.0% per
annum. The notes mature on December 31, 2036, at which time all outstanding principal, accrued and unpaid interest and other amounts due under the notes become payable.
The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026, and the year ended
December 31, 2025, give effect to the Merger as if it had occurred on January 1, 2025. A pro forma condensed combined balance sheet as of September 30, 2026, is not presented because the Merger is reflected in the Company’s
consolidated balance sheet as of September 30, 2026, and is included in the Company’s Quarterly Report on Form 10-Q filed on November 9, 2026.
For purposes of the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2026, we have
utilized Zymeworks’ unaudited historical consolidated statement of operations for the nine months ended September 30, 2026, Theravance’s unaudited historical consolidated statement of operations for the six months ended
June 30, 2026, and Theravance’s unaudited historical results for the stub period from July 1, 2026 through September 22, 2026, derived from Theravance’s books and records. For purposes of the unaudited pro forma condensed
combined statement of operations for the year ended December 31, 2025, we have utilized Zymeworks’ and Theravance’s audited historical consolidated statements of operations for the year ended December 31, 2025.
