Zymeworks to buy Theravance Biopharma for $929M, adding COPD drug
What's the deal? Vancouver-based Zymeworks has agreed to acquire Dublin's Theravance Biopharma for $17 per share in cash, an equity value of roughly $929 million.
Theravance shareholders also get a contingent value right, entitling them to 80% of any future proceeds from monetising the drug ampreloxetine over the next decade.
The deal hands Zymeworks YUPELRI, the first and only nebulised, once-daily treatment for chronic obstructive pulmonary disease (COPD). It also adds royalty interests, milestone payments, a preclinical pipeline, and $2.5 billion in Irish tax attributes.
Why now? The acquisition caps a strategic review Theravance began in 2024 with adviser LazardDealroom has a profile for this one. Try Dealroom →, after weighing a range of options.
That review already produced the $225 million sale of its TRELEGY royalty interest in 2025, plus an organisational restructuring. The $17 price marks a 22% premium to Theravance's close on March 3, 2026 — the day it reported topline results from a Phase 3 study.
What could go wrong? The deal still needs Theravance shareholder approval and customary closing conditions, with completion expected in the second half of 2026.
Much of the financing leans on contingencies. Zymeworks is funding the bulk through a $350 million non-recourse note secured solely by US YUPELRI profit share, plus Theravance's expected $360 million net cash at closing.
Zymeworks contributes $219 million of its own cash, expecting to recoup $100 million from a TRELEGY milestone in Q1 2027 — assuming conditions are met.
The signal: Zymeworks is betting on a model that breaks from passive royalty plays. Instead, it buys and actively restructures businesses to generate royalty-like cash flows with more control.
YUPELRI alone generates around $60 million in annualised cash flow. Pairing those flows with lean infrastructure, Zymeworks aims to fund its own research, chase more deals, and keep buying back shares — up to $125 million worth.
Read more: Zymeworks · Theravance Biopharma · Reuters
Image credit: Theravance Biopharma
