SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 5)
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)
G8807B106
(CUSIP Number of Class of Securities)
Brett Grimaud
General Counsel
c/o Theravance Biopharma US, Inc.
901 Gateway Boulevard
South San Francisco, California 94080
(650) 808-6000
(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
(650) 321-2400
¨ 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: x
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)
INTRODUCTORY STATEMENT
This Amendment No. 5 (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.
The Amendment is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended. 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 15, 2022, Rick Winningham acquired 817 Shares under the Company’s 2013 Employee Share Purchase Plan at $6.7915 per Share;
On November 15, 2022, Andrew Hindman acquired 1,264 Shares acquired under the Company’s 2013 Employee Share Purchase Plan at $6.7915 per Share;
On November 18, 2022, Mr. Hindman sold 65,000 Shares in open market transactions at a weighted average sale price of $11.0191;
On November 20, 2022, Mr. Winningham had 15,804 Shares withheld at a price per share of $10.85 to satisfy tax withholding obligations on vesting of previously granted restricted stock units;
On November 20, 2022, Mr. Hindman had 25,057 Shares withheld at a price per share of $10.85 to satisfy tax withholding obligations on vesting of previously granted restricted stock units;
On November 20, 2022, Rick Graham had 27,350 Shares withheld at a price per share of $10.85 to satisfy tax withholding obligations on vesting of previously granted restricted stock units; and
On November 20, 2022, Rhonda Farnum had 23,268 Shares withheld at a price per share of $10.85 to satisfy tax withholding obligations on vesting of previously granted restricted stock units.
Item 11. Additional Information.
Item 11 is hereby amended and supplemented as follows:
On November 22, 2022, the Company issued a press release announcing the final 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)(v) to this Schedule TO and is incorporated herein by reference.
Item 12. Exhibit Index.
| (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. | |
| (a)(5)(v)+ | Press Release dated November 22, 2022. |
* Filed Previously
+ Filed Herewith
SIGNATURE
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 22, 2022
| THERAVANCE BIOPHARMA, INC. | ||
| By: | /s/ Andrew ASA Hindman | |
| Andrew ASA Hindman | ||
| CFO | ||
Exhibit (a)(5)(v)
Theravance Biopharma, Inc. Announces Final Results of Tender Offer
DUBLIN, IRELAND – NOVEMBER 22, 2022 – Theravance Biopharma, Inc. (“Theravance Biopharma” or the “Company”) (NASDAQ: TBPH) today announced the final 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 final 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.
The Company has accepted for purchase 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 has accepted for purchase represents approximately 0.2% of the total number of Shares outstanding as of November 21, 2022. As the Company accepted for purchase all the Shares that were properly tendered and not properly withdrawn, there is 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 Depositary will promptly issue payment for the Shares validly tendered and accepted for purchase in the Offer.
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.
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, the closing of the Offer, including the timing of settlement, 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
investor.relations@theravance.com
650-808-4045