Zymeworks agreed to acquire Theravance under a definitive merger agreement that provides $17.00 in cash per share plus a contingent value right tied to future ampreloxetine monetization and sales. Closing is targeted for the second half of 2026, subject to HSR clearance, a two-thirds shareholder vote, and other customary conditions, with an End Date of Dec. 28, 2026 (extendable) and reciprocal $32.515 million termination fees in specified cases. To fund the transaction, Zymeworks secured a $350 million senior secured notes commitment from OMERS Life Sciences, expected to provide the capital needed to close while preserving strategic flexibility.
Agreement 1: Zymeworks to Buy Theravance for $17 Per Share Plus CVR
- Agreement type: Agreement and Plan of Merger
- Counterparty: Theravance
- Signed / Effective: Jun 28 2026 / N/A
- Duration / Termination: Until closing; End Date Dec 28 2026 (extendable)
- Reason: Acquire Theravance and its ampreloxetine asset
Agreement 2: Zymeworks Secures $350 Million Senior Secured Notes Commitment to Fund Deal
- Agreement type: Debt Commitment Letter for senior secured notes
- Counterparty: OMERS Life Sciences
- Signed / Effective: Jun 28 2026 / same
- Duration / Termination: N/A
- Reason: Finance the Theravance acquisition
Original SEC Filing:
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