Canadian biotech Zymeworks has agreed to pay $17 per share, a total of approximately $929 million, to acquire Theravance Biopharma, the companies have announced. The deal, which is subject to approval by Theravance shareholders, is expected to close by the end of the year. Assuming that the deal goes through, Zymeworks says that it intends to complete a restructuring of Theravance to focus only on respiratory drugs that was announced in 2021.
Zymeworks’ announcement highlights the acquisition of Theravance’s Yupelri revefenacin inhalation solution, which was approved by the FDA for the treatment of COPD in 2018 and is marketed by Viatris. Zymeworks says that financing for the deal is “primarily by $350 million non-recourse note secured solely by US Yupelri profit share” and Theravance’s $360 million cash balance. The company will also get $2.5 billion in Irish tax attributes from Theravance.
In addition to those sources of financing, Zymeworks notes that it expects to receive a $100 million milestone payment in early 2027 if Trelegy Ellipta fluticasone furoate / umeclidinium / vilanterol DPI meets the conditions. Theravance sold its royalty interests in Trelegy Ellipta to Royalty Pharma in 2022 in a deal that included $1.1 billion up front and up to $250 million in sales-based milestone payments. The FDA approved GSK’s NDA for Trelegy Ellipta for the treatment of COPD in 2017 and for the treatment of asthma in 2020.
Theravance Biopharma CEO Rick E Winningham commented, “We are proud of what Theravance Biopharma has accomplished over the past several years, including the successful development and commercialization of Yupelri, which has become an important treatment option for patients with COPD. . . . Our achievements would not have been possible without the dedication and commitment of our team, whose contributions helped the company reach this outcome and make a difference for patients around the world.”
Zymeworks Chair and CEO Kenneth Galbraith said, “The acquisition of Theravance Biopharma represents successful execution of one of the key strategic priorities we outlined earlier this year. . . . This transaction also aligns with our mission to combine near-term patient access with long-term innovation, by leveraging cash flows from established medicines to fund development of next-generation therapies, supporting both patients receiving treatment today and those awaiting future breakthroughs. Yupelri addresses a critical need for the approximately 16 million Americans living with COPD, and we look forward to supporting continued access to this important therapy with Viatris.”
Read the Theravance Biopharma press release
Read the Zymeworks press release
