Enters into Cooperation Agreement with
Shareholder Irenic Capital
Reaffirms Intention to Return All Excess
Capital to Shareholders and Maximize
Shareholder
Value
DUBLIN, Dec. 21,
2023 /PRNewswire/ -- Theravance Biopharma, Inc.
("Theravance" or the "Company") (NASDAQ: TBPH) today announced the
appointment to its Board of Directors of Jeremy Grant, who serves as a Special Advisor to
Irenic Capital Management LP ("Irenic"). With the addition of Mr.
Grant, Theravance has appointed four new directors to the Board
since 2020.
"We are pleased to welcome Jeremy to the Theravance Board as a
new independent director," said Rick E Winningham, Chairman and CEO
of Theravance. "Jeremy's appointment underscores that Theravance
values the perspectives of its investors and that the Board and
management team are focused on our shared goal of maximizing value
for shareholders. We look forward to benefitting from Jeremy's
financial background and perspectives as a seasoned investor."
"I am excited to join the Theravance Board at this time," said
Mr. Grant. "Theravance is operating from a position of strength,
and I look forward to working with my fellow directors to deliver
value to shareholders."
With the appointment of Mr. Grant, the Theravance Board will
temporarily increase to 10 directors. As previously announced, Dr.
Burton Malkiel has informed the
Company that he does not intend to stand for re-election at the
2024 Annual General Meeting of Shareholders (the "2024 AGSM"),
which is scheduled for May 8, 2024.
Following the 2024 AGSM, the Board will comprise nine directors,
eight of whom are independent.
In connection with today's announcement, Theravance has entered
into a cooperation agreement (the "Agreement") with Irenic.
Pursuant to the agreement, Irenic has agreed to customary
standstill and voting commitments, among other provisions. The
Agreement will be filed on a Current Report on Form 8-K with the
U.S. Securities and Exchange Commission (the "SEC").
"We appreciate the productive discussions we've had with Irenic
and are pleased to have reached this agreement," Mr. Winningham
continued. "Since mid-2022, we have returned over $300 million to shareholders, reduced shares
outstanding by approximately 35%, eliminated debt, enhanced
governance, progressed ampreloxetine into Phase 3 and grown YUPELRI
sales while streamlining our expense base. Theravance is committed
to maximizing shareholder value and plans to maintain our
disciplined approach to expense management and implement
cost-cutting initiatives within G&A. As we did earlier this
year in increasing our capital return program from $250 million to $325
million, our Board is pleased to reaffirm our commitment to
return all excess capital to shareholders through repurchases or
dividends."
"Irenic invested in Theravance because we believe Rick and the
team are well-positioned to complete the Phase 3 trial of
ampreloxetine successfully and deliver value to shareholders from
its market-leading respiratory portfolio," said Adam Katz, Co-founder and Chief Investment
Officer of Irenic. "We believe Theravance is committed to operating
in a disciplined manner and delivering enhanced value to
shareholders."
About Jeremy Grant
Mr. Grant is the Founder and Managing Partner of Harbor Ridge
LP, an investment firm, and a Special Advisor to Irenic Capital
Management LP. He was previously an Associate Portfolio Manager at
Elliott Management Corporation. Prior to Elliott, he worked as an
investment professional at Oak Hill Advisors and as an analyst at
Credit Suisse. Mr. Grant currently serves on the board of directors
of Acosta Inc. and as an observer of the board of directors of
Arconic Corporation. He is a CFA charterholder and graduated from
the Wharton School at the University of
Pennsylvania with a B.S. in Economics.
About Theravance Biopharma
Theravance Biopharma, Inc.'s focus is to deliver Medicines that
Make a Difference® in people's lives. In pursuit of its
purpose, Theravance Biopharma leverages decades of expertise, which
has led to the development of FDA-approved YUPELRI®
(revefenacin) inhalation solution indicated for the maintenance
treatment of patients with chronic obstructive pulmonary disease
(COPD). Ampreloxetine, its late-stage investigational
norepinephrine reuptake inhibitor in development for symptomatic
neurogenic orthostatic hypotension, has the potential to be a first
in class therapy effective in treating a constellation of cardinal
symptoms in multiple system atrophy patients. The Company is
committed to creating/driving shareholder value.
For more information, please visit www.theravance.com.
THERAVANCE BIOPHARMA®, THERAVANCE®, and
the Cross/Star logo are registered trademarks of the Theravance
Biopharma group of companies (in the U.S. and certain other
countries).
YUPELRI® is a registered trademark of Mylan Specialty
L.P., a Viatris company. Trademarks, trade names or service marks
of other companies appearing on this press release are the property
of their respective owners.
About Irenic
Irenic Capital Management LP is an investment management firm
founded by Adam Katz and
Andy Dodge. Based in New York City, Irenic works collaboratively
with publicly traded companies to ensure operating activities,
capital deployment and management incentives are all aligned to
create value for the company and its owners. For more information
about Irenic, please visit www.irenicmgmt.com.
Forward-Looking Statements
This press release contains certain "forward-looking" statements
as that term is defined in the Private Securities Litigation Reform
Act of 1995 regarding, among other things, statements relating to
goals, plans, objectives, expectations and future events. The
Company intends such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained
in Section 21E of the Securities Exchange Act of 1934, as amended,
and the Private Securities Litigation Reform Act of 1995. These
statements are based on the current estimates and assumptions of
the management of the Company as of the date of this press release
and are subject to risks, uncertainties, changes in circumstances,
assumptions and other factors that may cause the actual results of
the Company to be materially different from those reflected in the
forward-looking statements. Important factors that could cause
actual results to differ materially from those indicated by such
forward-looking statements and other risks affecting the Company
are in the Company's Form 10-Q filed with the SEC on November 9, 2023, and other periodic reports
filed with the SEC. In addition to the risks described above and in
the Company's filings with the SEC, other unknown or unpredictable
factors also could affect the Company's results. No forward-looking
statements can be guaranteed, and actual results may differ
materially from such statements. Given these uncertainties, you
should not place undue reliance on these forward-looking
statements. The Company assumes no obligation to update its
forward-looking statements on account of new information, future
events or otherwise, except as required by law.
Important Additional Information and Where to Find It
The Company plans to file proxy materials with the SEC in
connection with the solicitation of proxies for the Company's 2024
annual meeting of shareholders (the "2024 Annual Meeting"). Prior
to the 2024 Annual Meeting, the Company will file a definitive
proxy statement (the "Proxy Statement") together with a white proxy
card. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Shareholders will be able to obtain, free of
charge, copies of the Proxy Statement, any amendments or
supplements thereto and any other documents (including the white
proxy card) when filed by the Company with the SEC in connection
with the 2024 Annual Meeting at the SEC's website
(http://www.sec.gov) or at the Company's website
https://investor.theravance.com/investor-relations.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers
and other employees may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the
2024 Annual Meeting. Additional information regarding the identity
of these potential participants, none of whom (other than Rick E
Winningham, who beneficially owns approximately 4%, and
James C. Kelly, through his
affiliation with Weiss Asset Management LP, which beneficially owns
approximately 15%, although Mr. Kelly disclaims beneficial
ownership of such shares) own in excess of one percent (1%) of the
Company's shares, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the Proxy
Statement and other materials to be filed with the SEC in
connection with the 2024 Annual Meeting. Information relating to
the foregoing can also be found in the Company's definitive proxy
statement for its 2023 annual meeting of shareholders (the "2023
Proxy Statement"), filed with the SEC on March 28, 2023. To the extent holdings of the
Company's securities by such potential participants (or the
identity of such participants) have changed since the information
printed in the 2023 Proxy Statement, such information has been or
will be reflected on Statements of Change in Ownership on Forms 3
and 4 filed with the SEC. You may obtain free copies of these
documents using the sources indicated above.
Investor
Contact:
investor.relations@theravance.com
650-808-4045
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SOURCE Theravance Biopharma, Inc.