{"url_path":"/sec/tbph/8-k/2026-06-29/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1583107/0001104659-26-078453-index.html","accession_number":"0001104659-26-078453","cik":"0001583107","ticker":"TBPH","issuer_name":"Theravance Biopharma, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1583107/0001104659-26-078453-index.html","primary_entity_key":"0001583107","primary_entity_name":"Theravance Biopharma, Inc."},"word_count":2106,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\n*Agreement and Plan of Merger*\n\n \n\nOn\nJune 28, 2026, Theravance Biopharma, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman\nIslands (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with\nZymeworks Inc., a Delaware corporation (“Parent”), and Zymeworks Merger Sub 1, an exempted company with limited liability\nincorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), providing\nfor the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly\nowned subsidiary of Parent (the “Surviving Company”). Capitalized terms used herein and not otherwise defined herein\nhave the meanings set forth in the Merger Agreement.\n\n \n\nPursuant to the Merger Agreement, and upon the\nterms and subject to the conditions set forth therein, at the effective time of the Merger (the “Effective Time”),\neach ordinary share, par value $0.00001 per share, of the Company (“Ordinary Share”) issued and outstanding immediately\nprior to the Effective Time (other than Canceled Shares and Dissenting Shares) will be canceled and converted into the right to receive\n(i) $17.00 in cash, without interest (the “Per Share Cash Consideration”), and (ii) one contingent value right, which\nwill represent the right to receive the CVR Payment Amount (as defined below), if any, at the times and subject to the terms and conditions\nprovided for in the CVR Agreement (as defined and further described below), in cash, without interest (each, a “CVR”\nand, collectively, the “CVRs” and each CVR together with the Per Share Cash Consideration, the “Per Share\nMerger Consideration”).\n\n \n\nAt the Effective Time, each:\n\n \n\n·Company Option, whether vested or unvested, that is outstanding, unexercised and not yet expired as of\nimmediately prior to the Effective Time will be canceled and converted into the right to receive, in full satisfaction of the rights of\nsuch holder, an amount in cash, without interest, equal to (i) the excess, if any, of the Per Share Cash Consideration over the exercise\nprice of such Company Option, multiplied by (ii) the number of Ordinary Shares underlying such Company Option (subject to any required\ntax withholdings as provided in the Merger Agreement) plus (iii) one CVR for each Ordinary Share underlying such Company Option. However,\nany Company Option that has an exercise price per Ordinary Share that is greater than or equal to the Per Share Cash Consideration will\ncease to be outstanding, be canceled and cease to exist and the holder of any such Company Option will not be entitled to payment of the\nPer Share Merger Consideration.\n\n \n\n·Company RSU Award that is outstanding immediately prior to the Effective Time, whether vested or unvested,\nwill be canceled and automatically converted into a right to receive an amount in cash, without interest, equal to (i) the Per Share Closing\nConsideration multiplied by (ii) the number of Ordinary Shares underlying such Company RSU Award (subject to any required tax withholdings\nas provided in the Merger Agreement) plus (iii) one CVR for each Ordinary Share underlying such Company RSU Award.\n\n \n\n·Company PSU Award that is outstanding immediately prior to the Effective Time, whether vested or unvested,\nwill be canceled in exchange for the right to receive an amount in cash, without interest, equal to (i) the Per Share Cash Consideration\nmultiplied by (ii) the number of Ordinary Shares with respect to such Company PSU Award that remain outstanding and unreleased as of immediately\nprior to the Effective Time, plus (iii) one CVR for each Ordinary Share underlying such Company PSU Award.\n\n \n\nConsummation of the Merger is subject to customary\nclosing conditions, including, without limitation, the absence of certain legal restraints preventing or otherwise making illegal the\nconsummation of the Merger, the absence of a material adverse effect with respect to the Company that is continuing, the expiration or\ntermination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Merger\n(“HSR Act Clearance”) and the approval of the Merger Agreement, the Merger and the other transactions contemplated\nthereby by the affirmative vote of holders of Ordinary Shares representing at least two-thirds of the Ordinary Shares (the “Company\nRequisite Vote”) present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company\nfor the purpose of approving the Merger Agreement, the Merger and the other transactions contemplated thereby (the “Shareholder\nMeeting”).\n\n \n\nThe\nparties expect the Merger and the other transactions contemplated by the Merger Agreement to close in the second half of 2026. The\nMerger Agreement provides that as promptly as reasonably practicable after the date of the Merger Agreement, the Company,\nwith the good faith cooperation of Parent and Merger Sub, will prepare and file a preliminary proxy\nstatement relating to the Shareholder Meeting.\n\n \n\nOn or prior to the Closing Date, Parent and a\nrights agent selected by the Company and reasonably acceptable to Parent (the “Rights Agent”) will enter into a Contingent\nValue Rights Agreement, in the form attached as Exhibit A to the Merger Agreement, with such changes as may be permitted by the Merger\nAgreement (the “CVR Agreement”).\n\n \n\nThe Company has made customary representations\nand warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Company and\nits subsidiaries prior to the Effective Time. The Company is also subject to customary restrictions on its ability to solicit Acquisition\nProposals from third parties and to provide non-public information to, and participate in discussions and engage in negotiations with,\nthird parties regarding Acquisition Proposals, with customary exceptions to allow the Board of Directors of the Company (the “Board\nof Directors”) to exercise its fiduciary duties. These exceptions include that, subject to the terms and conditions of the Merger\nAgreement, if the Company receives an Acquisition Proposal that did not result from the Company’s breach of its non-solicitation\ncovenants, and following such receipt, the Board of Directors, upon the recommendation of the Strategic Review Committee, determines in\ngood faith, after consultation with its financial advisor and outside legal counsel that such Acquisition Proposal constitutes a Superior\nProposal or would reasonably be expected to result in a Superior Proposal.\n\n  \n\n \n\n \n\n \n\nPrior to obtaining the Company Requisite Vote,\nthe Board of Directors may, in certain circumstances and upon the recommendation of the Strategic Review Committee, effect a Change of\nRecommendation, subject to complying with specified notice and other conditions set forth in the Merger Agreement.\n\n \n\nThe Merger Agreement contains certain customary\ntermination rights for the Company and Parent. Subject to the terms and conditions of the Merger Agreement, the Company or Parent may\nterminate the Merger Agreement if the Merger is not consummated by December 28, 2026, which period may be extended automatically for two\nthree-month periods if at the end of the prior period, all conditions to closing of the Merger other than conditions relating to HSR Act\nClearance have been satisfied or waived as of such date (the “End Date”).\n\n \n\nUpon termination of the Merger Agreement, in specified\ncircumstances, the Company will be required to pay Parent a termination fee of $32,515,000. Such circumstances include, among others,\nwhere the Merger Agreement is terminated prior to the Company Requisite Vote (i) in connection with the Company accepting a Superior Proposal\nand entering into an Alternative Acquisition Agreement for the consummation of a transaction that the Board of Directors determines constitutes\na Superior Proposal and (ii) due to the Board of Directors’ Change of Recommendation.\n\n \n\nThe Merger Agreement further provides that Parent\nwill be required to pay the Company a reverse termination fee of $32,515,000 in the event the Merger Agreement is terminated in certain\nspecified circumstances, including if the Merger is not consummated before the End Date because certain conditions related to HSR Act\nClearance have not been satisfied or waived.\n\n \n\nParent has obtained a debt financing commitment\nfrom OMERS Life Sciences for the purpose of financing the transactions contemplated by the Merger Agreement. The obligation of Parent\nand Merger Sub to consummate the Merger is not subject to any financing condition or the receipt of any financing by the Parent.\n\n \n\nThe representations, warranties and covenants\nof the Company contained in the Merger Agreement have been made solely for the benefit of Parent and Merger Sub. In addition, such representations,\nwarranties and covenants (i) have been made only for purposes of the Merger Agreement and (ii) have been included in the Merger Agreement\nfor the purpose of allocating risk between the contracting parties rather than establishing matters as fact. In addition, the representations,\nwarranties and covenants have been qualified by (A) matters specifically disclosed in certain of the Company’s filings with the\nUnited States Securities and Exchange Commission (“SEC”), (B) confidential disclosures made to Parent and Merger Sub\nin the disclosure letter delivered in connection with the Merger Agreement, and (C) materiality qualifications contained in the Merger\nAgreement, which may differ from what may be viewed as material by investors. Accordingly, the Merger Agreement is included with this\nfiling only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other\nfactual information regarding the Company or its business.\n\n \n\n*Contingent Value Rights Agreement*\n\n \n\nPursuant to the Merger Agreement, on or prior\nto the Closing Date, Parent and the Rights Agent will enter into the CVR Agreement governing the terms of the CVRs (the “CVR\nAgreement”). The CVRs are contractual rights only and are not transferable except under certain limited circumstances, will\nnot be evidenced by a certificate or other instrument and will not be registered with the SEC or listed for trading. The CVRs will not\nhave any voting or dividend rights and will not represent any equity or ownership interest in Parent, any constituent company to the Merger\nor any of their respective subsidiaries.\n\n \n\nEach CVR represents a non-tradeable contractual\ncontingent right to receive (i) a pro rata share of 80% of the net proceeds (the “License Proceeds”) received by Parent\nor its affiliates (including the Surviving Company) from any license, divestiture or other monetization transaction of ampreloxetine (a\n“CVR Product License”) executed within the ten (10)-year period following the Effective Time (the “CVR License\nExpiration Date”), (ii) a pro rata share of $50 million in cash (the “First Commercial Sale Milestone Payment”)\nupon the first commercial sale of ampreloxetine by Parent or its affiliates (including the Surviving Company) in the U.S., UK, Spain,\nFrance, Germany or Italy on or prior to the CVR License Expiration Date and (iii) a pro rata share of 10% of the net sales (the “Royalties”\nand, together with the License Proceeds and the First Commercial Sale Milestone Payment, the “CVR Payment Amount”)\nreceived by Parent or its affiliates (including the Surviving Company), on a country-by-country basis, from the date of the first commercial\nsale until the later of the 10th anniversary of such date, patent expiration or the loss of exclusivity, in each case, subject to the\nterms and conditions of the CVR Agreement.\n\n \n\nThere can be no assurance (i) that a CVR Product\nLicense will be executed, or the First Commercial Milestone will occur, as of or prior to the CVR License Expiration Date (ii) that any\nLicense Proceeds or Royalties will become payable to Parent or its affiliates or (iii) that Parent will be required to make any CVR Payment\nAmount to holders of the CVRs.\n\n \n\n*Additional Information*\n\n \n\nThe foregoing description of the Merger Agreement\nand the CVR Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its\nentirety by, the full text of the Merger Agreement a copy of which is attached hereto as Exhibit 2.1, and the Form of CVR Agreement,\nwhich is attached as Exhibit A to the Merger Agreement, and the terms of which are incorporated herein by reference.\n\n \n\nInvestors should not rely on the representations,\nwarranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or\nany of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change\nafter the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.\nThe Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company\nthat is or will be contained in, or incorporated by reference into, the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q\nand other documents that the Company files with the SEC."}