Theravance Biopharma (TBPH) Proxy filing summary

Executive summary

• Shareholders are asked to approve a merger with Zymeworks Inc., making the company a wholly owned subsidiary and delisting its shares from Nasdaq.

• The merger consideration is $17.00 per share in cash plus one non-tradable contingent value right (CVR) per share, with potential future payments tied to ampreloxetine monetization.

• The board unanimously recommends voting in favor of the merger, advisory compensation, and adjournment proposals.

• If approved, the company will become private, and shareholders will lose equity interest but may receive additional CVR payments.

Voting matters and shareholder proposals

• Proposal 1: Approve the merger, related agreements, and capital structure changes.

• Proposal 2: Advisory, non-binding approval of executive compensation related to the merger.

• Proposal 3: Approve potential adjournment of the meeting if more time is needed for voting or quorum.

• Shareholders of record as of July 31, 2026, are eligible to vote; a two-thirds majority is required for the merger.

Board of directors and corporate governance

• The board and a strategic review committee conducted an extensive review of alternatives before recommending the merger.

• Directors and executive officers collectively own about 7.3% of outstanding shares and intend to vote in favor.

• The board considered business prospects, alternatives, and fairness opinions in its decision.