Zymeworks completes Theravance deal at $17 a share
Theravance ordinary shareholders are entitled to $17.00 in cash per eligible share and one non-tradeable CVR tied to ampreloxetine.
Rhea-AI Filing Summary
Zymeworks Inc. completed its acquisition of Theravance Biopharma on September 23, 2026. Each outstanding Theravance ordinary share, except treasury shares, shares held by Theravance, Zymeworks or their subsidiaries, and dissenting shares, converted into a right to receive $17.00 in cash without interest and one contingent value right (CVR).
Each non-tradeable CVR provides a pro rata share of 80% of net proceeds from an ampreloxetine license, divestiture or other monetization transaction executed within 10 years after the Effective Time; a share of a $50 million payment upon the first commercial sale by Zymeworks or its affiliates in the U.S., UK, Spain, France, Germany or Italy during that period; and 10% of net sales received by Zymeworks or its affiliates, by country, from first sale until the later of the 10th anniversary of first sale, patent expiration or loss of exclusivity. Zymeworks described CVR payments as highly speculative and said there is no assurance any will be paid.
Indirect subsidiaries issued $350 million of senior secured notes at a fixed 8.25% annual rate, maturing December 31, 2036, with interest payable quarterly in arrears. The notes are secured by substantially all personal property of the issuers and guarantors, subject to customary exclusions; proceeds funded part of the cash consideration and CVR Payment Amount.
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Filing Explained
The debt agreement adds limits on borrowing, liens and payments, can capitalize unpaid interest, and leaves acquisition financial statements for a later amendment.
With the Theravance acquisition completed, its financing agreement also restricts the note parties’ ability to incur additional debt, grant liens, dispose of assets or make restricted payments, adding contractual limits on their financing and asset decisions.
If funds in the collection account are insufficient to pay interest, the shortfall may be added to the notes’ principal. The issuers may redeem all, but not part, of the notes; before the fifth anniversary, redemption also carries a yield-maintenance premium.
A Change of Control without prior written consent can make the notes and other obligations immediately due. Certain successor transactions qualify for an exception only if the successor’s equity is listed on the NYSE or Nasdaq and it has a market capitalization of at least
The company intends to file an amendment with the acquisition’s financial statements and pro forma information no later than 71 calendar days after this report’s due date.
8-K Event Classification
Key Figures
Key Terms
contingent value right financial
senior secured notes financial
paid in kind financial
first-priority security interest financial
FAQ
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What rights come with ZYME's CVRs?
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