Theravance Biopharma Announces Tender Offer For Outstanding

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DUBLIN, July 26, 2022 /PRNewswire/ — Theravance Biopharma Inc. (“Theravance Biopharma” or the “Business”) (NASDAQ: TBPH) nowadays declared a tender offer (the “Offer”) to obtain any and all of its fantastic 3.25% Convertible Senior Notes due 2023 (the “Convertible Notes”). As of July 26, 2022, there were being $230,000,000 aggregate principal volume of the Convertible Notes excellent.

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Upon the conditions and matter to the disorders established forth in the Company’s Offer to Buy, dated July 26, 2022 (the “Give to Acquire”), the Corporation is supplying to pay out, for money, an volume equivalent to $1,000 for just about every $1,000 of principal amount of Convertible Notes validly tendered and recognized, additionally accrued and unpaid interest up to, but not together with, the day of payment for the Convertible Notes recognized in the Present. The Offer will expire at 5:00 p.m., New York Town time, on August 23, 2022, or any other date and time to which the Corporation extends this kind of Present (these date and time, as it may possibly be extended, the “Expiration Time”), except before terminated.

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The Present is not conditioned on any minimum amount amount of Convertible Notes tendered, but is conditioned on the pleasure of particular customary conditions, as more entirely described in the Give to Purchase. The Firm expressly reserves the ideal for any motive, subject matter to relevant legislation, to increase, abandon, terminate or amend the Give. Any Convertible Notes obtained pursuant to the Offer will be cancelled, and these Convertible Notes will stop to be remarkable.

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For Convertible Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Time and that are acknowledged for acquire pursuant to the Provide, settlement will come about promptly next the Expiration Time, assuming that the ailments to the Present have been both satisfied or waived by the Business at or prior to the Expiration Date as further described in the Offer you to Buy. The Corporation expects to fund purchases of Convertible Notes tendered in the Present with income on hand.

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The comprehensive conditions and disorders of the Provide are established forth in the Offer you to Order that is remaining sent to holders of the Convertible Notes. Copies of the Present to Obtain may be received from the Seller Supervisor (as outlined underneath) for the Offer by contacting (888) 474-0200.

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Theravance Biopharma has retained Evercore Group L.L.C. to act as supplier manager (the “Seller Supervisor”) in link with the Provide. For issues relating to the phrases of the Present, Evercore Group L.L.C. may perhaps be contacted at (888) 474-0200.

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Significant Information and facts Pertaining to the Tender Offer you

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This press launch is for informational reasons only and is neither an present to buy nor the solicitation of an supply to sell any of the Firm’s superb 3.25% Convertible Senior Notes thanks 2023. The Offer you will be designed entirely by the Supply to Invest in and connected components, as they may be amended or supplemented. Holders of Convertible Notes should go through the Company’s Offer assertion on Plan TO submitted with the SEC in link with the Offer, which will consist of as exhibits the Offer you to Obtain and related supplies, as nicely as any amendments or supplements to the Routine TO when they develop into out there, mainly because they will include critical details. Every of these files will be submitted with the SEC, and, when offered, holders may possibly attain them for free of charge from the SEC at its site (www.sec.gov) or from the Seller Supervisor in connection with the Present.

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This press launch does not established forth all of the conditions and situations of the Offer you. Noteholders really should cautiously read through the Supply to Obtain and connected supplies, for a entire description of all phrases and ailments ahead of producing any final decision with respect to the Offer. None of the Organization, its management, its board of directors, its officers, the seller supervisor, the depositary, or the trustee with regard to the Convertible Notes, or any of their respective affiliates, can make any suggestion that holders tender or refrain from tendering all or any portion of the principal sum of their Convertible Notes, and no a single has been licensed by any of them to make these types of a suggestion. Holders should make their possess final decision as to no matter whether to tender their Convertible Notes and, if so, the principal volume of Convertible Notes to tender.

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About Theravance Biopharma

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Theravance Biopharma, Inc.’s overarching intent and intention as a biopharmaceutical corporation is centered on providing Medications that Make a Distinction® in people’s life. In pursuit of its objective, Theravance Biopharma leverages a long time of skills, which has led to the development of Food and drug administration-approved YUPELRI® (revefenacin) inhalation option indicated for the upkeep remedy of patients with chronic obstructive pulmonary illness (COPD). Its pipeline of internally discovered courses is focused to address significant unmet affected person requires.

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For more info, make sure you take a look at www.theravance.com.

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THERAVANCE BIOPHARMA®, THERAVANCE®, and the Cross/Star logo are registered emblems of the Theravance Biopharma team of organizations (in the U.S. and specific other countries).

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YUPELRI® is a registered trademark of Mylan Specialty L.P., a Viatris Organization. Emblems, trade names or services marks of other providers showing on this push launch are the home of their respective house owners.

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Ahead-Wanting Statements

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This push release contains certain “ahead-wanting” statements as that term is described in the Non-public Securities Litigation Reform Act of 1995 pertaining to, amid other things, statements relating to aims, programs, aims, anticipations and future gatherings. Theravance Biopharma intends these kinds of ahead-searching statements to be included by the safe and sound harbor provisions for ahead-hunting statements contained in Segment 21E of the Securities Exchange Act of 1934, as amended, and the Non-public Securities Litigation Reform Act of 1995. Examples of such statements incorporate statements relating to: the timing of the Provide, like the settlement thereof and the fulfillment of problems to the Give. These statements are centered on the latest estimates and assumptions of the management of Theravance Biopharma as of the day of this press release and are subject matter to risks, uncertainties, changes in circumstances, assumptions and other things that may perhaps trigger the real final results of Theravance Biopharma to be materially different from these mirrored in the ahead-on the lookout statements. Vital aspects that could lead to genuine benefits to vary materially from individuals indicated by these ahead-looking statements consist of, among the some others, pitfalls linked to the fulfillment of the situations to the Present and typical financial and sector ailments. Other dangers impacting Theravance Biopharma are in the Firm’s Type 10-Q submitted with the SEC on May possibly 6, 2022, and other periodic reviews filed with the SEC. In addition to the challenges described above and in Theravance Biopharma’s filings with the SEC, other unfamiliar or unpredictable factors also could affect Theravance Biopharma’s success. No forward-searching statements can be guaranteed, and actual benefits may perhaps differ materially from these kinds of statements. Supplied these uncertainties, you need to not location undue reliance on these forward-seeking statements. Theravance Biopharma assumes no obligation to update its forward-hunting statements on account of new facts, long run events or if not, apart from as necessary by law.

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Call:
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Gail Cohen
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Corporate Communications / 917 214 6603

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Cision Look at primary content material to obtain multimedia:https://www.prnewswire.com/news-releases/theravance-biopharma-announces-tender-offer you-for-excellent-3-25-convertible-senior-notes-due-2023–301593300.html

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Supply Theravance Biopharma, Inc.

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