SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Amendment No. 4)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
THERAVANCE BIOPHARMA, INC.
(Name of Subject Company (Issuer) and Filing Person (as Offeror))
ORDINARY SHARES, PAR VALUE $0.00001 PER SHARE
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
c/o Theravance Biopharma US, Inc.
901 Gateway Boulevard
South San Francisco, California 94080
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
Jeffrey R. Vetter
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
550 Allerton St.
Redwood City, California 94063
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ third-party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
¨ going-private transaction subject to Rule 13e-3.
¨ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:
¨ If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Amendment No. 4 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed by Theravance Biopharma, Inc., a Cayman Islands exempted company (the “Company”), with the Securities and Exchange Commission on September 28, 2022. The Schedule TO relates to the offer by the Company to purchase up to $95 million of its ordinary shares, par value $0.00001 per share (the “Shares”) for cash at a purchase price not greater than $10.50 nor less than $9.75 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 28, 2022 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”). Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively.
Only those items amended or supplemented are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged, and this Amendment does not modify any of the information previously reported on the Schedule TO.
Item 8. Interest of Securities of the Subject Company.
Item 8(b) of the Schedule TO is hereby amended and supplemented by adding the following text:
On November 16, 2022, Richard Graham sold 2,800 Shares in open market transactions at a sale price of $11.20 per share.
Item 11. Additional Information.
Item 11 is hereby amended and supplemented as follows:
On November 18, 2022, the Company issued a press release announcing the preliminary results of the Offer, which expired at midnight, New York City time, at the end of the day on November 17, 2022. A copy of such press release is filed as Exhibit (a)(5)(iv) to this Schedule TO and is incorporated herein by reference.
Item 12. Exhibit Index.
|(a)(1)(i)*||Offer to Purchase dated September 28, 2022.|
|(a)(1)(ii)*||Letter of Transmittal dated September 28, 2022.|
|(a)(1)(iii)*||Notice of Guaranteed Delivery.|
|(a)(1)(iv)*||Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.|
|(a)(1)(v)*||Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.|
|(a)(1)(vi)*||Form of Summary Advertisement as published on September 28, 2022.|
|(a)(5)(i)*||Press Release dated September 19, 2022 (filed as Exhibit 99.1 to the Company’s Schedule TO-C, filed on September 19, 2022 and incorporated by reference).|
|(a)(5)(ii)*||Press Release dated September 28, 2022.|
|(a)(5)(iii)*||Press Release dated November 7, 2022.|
|(a)(5)(iv)+||Press Release dated November 18, 2022.|
|(d)(1)||Indenture, dated as of November 2, 2016, between Theravance Biopharma, Inc. and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2016 and incorporated by reference). Computershare Trust Company, N.A. is the successor to Wells Fargo Bank, National Association, as trustee.|
|(d)(2)||First Supplemental Indenture, dated as of November 2, 2016, between Theravance Biopharma, Inc. and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2016 and incorporated by reference). Computershare Trust Company, N.A. is the successor to Wells Fargo Bank, National Association, as trustee.|
|(d)(3)||Underwriting Agreement dated as of October 27, 2016, among Theravance Biopharma, Inc. and Leerink Partners LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2016 and incorporated by reference).|
|(d)(4)||Underwriting Agreement among Theravance Biopharma, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Cowen and Company, LLC, as representatives of the several underwriters, dated February 11, 2020 (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on February 13, 2020 and incorporated by reference).|
|(d)(5)||Registration Rights Agreement among Theravance Biopharma, Inc., GSK Finance (No. 3) plc and GlaxoSmithKline plc dated June 22, 2020 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 25, 2020 and incorporated by reference).|
|(d)(6)||Sales Agreement between Theravance Biopharma, Inc. and Cowen and Company, LLC dated December 3, 2019 (filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3, filed on December 3, 2019 and incorporated by reference).|
|(d)(7)||Offer to Purchase, dated July 26, 2022, (filed as Exhibit (a)(1)(i) to the Company’s Schedule TO on July 26, 2022 and incorporated by reference).|
|(d)(8)*||Share Repurchase Agreement dated September 16, 2022, by and between Theravance Biopharma, Inc. and GSK Finance (No.3) plc.|
|(d)(9)||Theravance Biopharma, Inc. 2013 Equity Incentive Plan (filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed on August 18, 2014 and incorporated by reference).|
|(d)(10)||Theravance Biopharma, Inc. 2013 Employee Share Purchase Plan, as amended (filed as Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed on August 18, 2014 and incorporated by reference).|
|(107)*||Filing Fee Table.|
* Filed Previously
+ Filed Herewith
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 18, 2022
|THERAVANCE BIOPHARMA, INC.|
|By:||/s/ Andrew ASA Hindman|
|Andrew ASA Hindman|
Theravance Biopharma, Inc. Announces Preliminary Results of Tender Offer
DUBLIN, IRELAND – NOVEMBER 18, 2022 – Theravance Biopharma, Inc. (“Theravance Biopharma” or the “Company”) (NASDAQ: TBPH) today announced the preliminary results of its Dutch auction tender offer (the “Offer”) to purchase up to $95 million of its ordinary shares, par value $0.00001 per share (the “Shares”), which expired at midnight, New York City time, at the end of the day on November 17, 2022.
Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), a total of 115,967 Shares were properly tendered and not properly withdrawn.
In accordance with the terms and conditions of the Offer and based on the preliminary count by the Depositary, the Company expects to purchase approximately 115,967 Shares through the Offer at a price of $10.50 per Share, for an aggregate cost of approximately $1.2 million, excluding fees and expenses relating to the Offer. The total of 115,967 Shares that the Company expects to purchase represents approximately 0.2 % of the total number of Shares outstanding as of November 17, 2022. As the Company expects to accept for purchase all the Shares that were properly tendered and not properly withdrawn, the Company expects there to be no proration factor. The Company intends to use the unused portion of the Offer to enlarge the Company’s previously announced, planned open market share repurchase plan, which the Company expects to finalize and commence after the closing of the Offer.
The number of Shares expected to be purchased by the Company and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary. The final number of Shares to be purchased by the Company and the final purchase price will be announced following the completion by the Depositary of the confirmation process. Payment for the Shares accepted for purchase under the Offer will occur promptly thereafter.
To the extent that the Company purchases shares pursuant to the Company’s anticipated open market share repurchase plan, such purchases may be on the same terms as, or on terms that are more or less favorable to shareholders than, the terms of the Offer.
Evercore Group L.L.C. acted as dealer manager for to act as dealer manager for the Offer. Company shareholders who have questions or would like additional information about the Offer may contact Georgeson LLC, the information agent for the Offer, toll-free at 877-797-1153.
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). Its pipeline of internally discovered programs is targeted to address significant unmet patient needs.
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.
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, the closing of the Offer, including the amount of Shares to be purchased, the applicable proration factor and the purchase price to be paid per Share, and the referenced open market share repurchase plan, including the amount and timing of any purchases thereunder. Theravance Biopharma 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 Theravance Biopharma 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 Theravance Biopharma 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 include, among others, the satisfaction of the conditions to the Offer, volatility and fluctuations in the trading price and volume of the Shares, and general economic and market conditions. Other risks affecting Theravance Biopharma are in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022, and other periodic reports filed with the SEC. In addition to the risks described above and in Theravance Biopharma’s filings with the SEC, other unknown or unpredictable factors also could affect Theravance Biopharma’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. Theravance Biopharma assumes no obligation to update its forward-looking statements on account of new information, future events or otherwise, except as required by law.
Contact: Andrew Hindman
Chief Financial Officer