Irenic: Letter to Theravance Re Need for Review

 Despite Months of Private Engagement From Irenic and Presumably Other Investors, Chairman & CEO Rick E. Winningham and Theravance’s Board Refuse to Act in Shareholders’ Best Interests

Notes Theravance’s Total Shareholder Returns are -50% Since Its 2014 Separation and the Company Trades at a Massive Discount Due to Investors’ Lack of Confidence in Leadership

Encourages the Board to Reconsider Irenic’s Suggested Actions, Including Appointing a Shareholder Representative, Modernizing Entrenching Governance Policies and Returning ~$300 Million in Excess Cash

Sees Clear Path to Unlock Nearly $21 Per Share in Value if the Board Adopts Irenic’s Suggestions

Irenic Capital Management, LP, a top shareholder of Theravance Biopharma, Inc. (NASDAQ: TBPH), today released the below letter.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230227005341/en/

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February 27, 2023

Theravance Biopharma, Inc.
901 Gateway Boulevard
South San Francisco, CA 94080
Attn: The Board of Directors

Subject: The Need for Governance and Strategic Change Following Years of Losses and Underperformance

Dear Members of the Board of Directors (the "Board"),

Irenic Capital Management LP and its limited partners (together with its affiliates, "Irenic" or "we") own approximately 4.2% of the outstanding shares of Theravance Biopharma, Inc. ("Theravance" or the "Company"), making us one of the Company’s largest shareholders. We invested in Theravance because we believe the Company is worth substantially more than its current market value. In fact, we believe Theravance is worth nearly $21 per share as compared to its current trading price of only $9.87.1

Unlike value in many biotechnology companies, much of Theravance’s value – in fact, value in excess of its entire market capitalization – is in concrete, commercialized assets and not dependent on future trials or novel discoveries. Approximately 49% of Theravance’s market value, or $4.80,2 is in cash on the balance sheet and another $6.29 of value can be ascribed to the Company’s stake in YUPELRI ("Yupelri"). Another $4.80 is in milestone and royalty payments associated with Yupelri and GSK plc’s TRELEGY ELLIPTA ("Trelegy"). In short, even before considering the more speculative value ($5.05 probability-weighted) associated with the Company’s ownership of ampreloxetine (pending Phase III trial), Theravance is worth well in excess of its trading price. We detail our analysis of Theravance’s value below and in the Appendix to this letter.

https://finance.yahoo.com/news/irenic-sends-letter-theravance-biopharma-140000723.html