Zymeworks Inc. has signed a definitive agreement to acquire Theravance Biopharma, Inc., adding the long-acting muscarinic antagonist (LAMA) for nebulization, YUPELRI (revefenacin), to its portfolio. YUPELRI is indicated for maintenance treatment of chronic obstructive pulmonary disease (COPD).
The deal values Theravance at $17 per share and is structured around a $350 million non-recourse note, secured solely by U.S. profit shares from YUPELRI and subscribed by OMERS Life Sciences. Zymeworks will contribute $219 million in cash, supplemented by Theravance Biopharma’s net cash balance, estimated at $360 million at closing. The transaction also includes a range of assets, such as royalty interests, milestone payment rights, a preclinical I&I portfolio, and $2.5 billion in Irish tax attributes.
Kenneth Galbraith, President and CEO of Zymeworks, said the acquisition fulfills a key strategic priority established earlier this year. He noted the company is building a more diversified and durable business by combining partner-driven cash flows with innovative R&D to create long-term shareholder value. Upon closing, the deal will significantly expand and diversify future revenue sources for Zymeworks’ partnered product portfolio, while having a near-term impact on commercial royalty revenue. Galbraith added that the transaction aligns with the company’s mission to balance near-term patient access with long-term innovation, using cash flows from established medicines to fund development of next-generation therapies. He highlighted that YUPELRI addresses an important need for roughly 16 million Americans living with COPD and expressed Zymeworks’ commitment to supporting continued access to the medicine alongside Viatris.
Rob Missere, CEO and Head of Life Sciences at OMERS Life Sciences, said OMERS is pleased to partner with Zymeworks in pursuing a strategy that combines royalty growth, in-house innovation, and strategic acquisitions to maximize long-term value. He added that the investment aligns with OMERS’ mandate to deliver steady, long-term returns to its more than 665,000 members.
Zymeworks’ operating model seeks to create royalty-like economics through acquisitions and active restructuring of target companies. The firm plans to reorganize Theravance Biopharma to concentrate resources on the commercial focus for YUPELRI, cutting research and development expenses and overhead while maintaining the existing hospital promotion infrastructure.
YUPELRI generated U.S. net sales of $266.6 million in 2025, a 12% increase from 2024, and $62.4 million in the first quarter of 2026. Agreements with generic manufacturers set a potential generic launch for April 2039. Theravance remains eligible to receive up to $125 million in additional commercial milestones from Viatris, as well as royalties and milestones outside the United States. Additional cash flow is expected from TRELEGY ELLIPTA (including a $100 million milestone anticipated in the first quarter of 2027) and from VIBATIV (telavancin).
The transaction, approved by the boards of both companies, is subject to customary closing conditions and regulatory approvals and is expected to close in the second half of 2026. Zymeworks is continuing its share repurchase program, authorized for up to $125 million, and had repurchased 1,437,073 shares as of June 29, 2026.
Kirkland & Ellis LLP, Matheson, TD Cowen and MTS Health Partners are advising Zymeworks. Theravance Biopharma is being advised by Lazard, Evercore and Skadden, Arps, Slate, Meagher & Flom LLP. OMERS Life Sciences is advised by Sidley Austin LLP, Maples and Calder (Ireland) LLP and Davies Ward Phillips & Vineberg LLP.
Source: AP News