Canadian biotechnology company Zymeworks has signed an agreement to acquire Theravance Biopharma in a cash transaction valued at approximately $929m (C$1.32bn).

Under the terms of the deal, Theravance Biopharma shareholders will receive $17 per share.

Shareholders will also receive a contingent value right (CVR) entitling them to 80% of net proceeds from any future licence, divestiture or monetisation of ampreloxetine, should this occur within the next ten years.

Zymeworks will be entitled to the remaining 20% of such proceeds. If ampreloxetine is not monetised by the close of the transaction, a Theravance Biopharma designee will have up to 12 months post-closing to explore such opportunities on Zymeworks’ behalf.

The transaction follows a strategic alternatives review conducted by Theravance Biopharma’s Strategic Review Committee and Board of Directors, with Lazard acting as lead financial advisor.

The committee considered a range of options and previously oversaw the sale of the company’s Trelegy royalty interest for $225m in 2025, as well as scenario planning for clinical outcomes and a company restructuring.

Theravance Biopharma CEO Rick Winningham said: “We are proud of what Theravance Biopharma has accomplished over the past several years, including the successful development and commercialisation of Yupelri, which has become an important treatment option for patients with COPD [chronic obstructive pulmonary disease].

“Additionally, we continue to explore whether there is a path to bring ampreloxetine to patients with MSA [multiple system atrophy] and nOH [neurogenic orthostatic hypotension], a community with high unmet medical need. 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.”

The boards of both companies have unanimously approved the agreement, which remains subject to shareholder and regulatory approvals and is expected to close during the second half of 2026.

Financing includes a $350m note from OMERS Life Sciences and cash from both Zymeworks and Theravance Biopharma’s expected balances at closing.

In June 2025, China’s National Medical Products Administration conditionally approved Zymeworks’ zanidatamab for treating individuals with prior treated, unresectable or metastatic human epidermal growth factor receptor 2-positive biliary tract cancer.