Ademi LLP is investigating Theravance Biopharma (NASDAQ: TBPH) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Zymeworks.
Theravance Biopharma shareholders will receive $17.00 per share in cash, representing an equity value of approximately $929 million. Theravance Biopharma shareholders will also receive a contingent value right (CVR) entitling them to 80% of net proceeds from any future license, divestiture, or other monetization of ampreloxetine over the next ten years. Zymeworks will retain the remaining 20% of such proceeds.
Theravance Biopharma insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Theravance Biopharma by imposing a significant penalty if Theravance Biopharma accepts a competing bid. We are investigating the conduct of the Theravance Biopharma board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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