Theravance Inc Reports Prelim Tender Offer Results

Theravance, Inc. THRX today announced the preliminary results of its "modified Dutch auction" tender offer, which expired at 5:00 P.M., New York City time, on Tuesday, December 1, 2015. Theravance intends to continue implementing the previously announced share repurchase plan through open market purchases, and may also repurchase shares through private transactions, exchange offers, additional tender offers or other means. Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of approximately 2,580,103 shares of Theravance's common stock were validly tendered and not validly withdrawn pursuant to the tender offer, including approximately 196,902 shares of common stock that were tendered through notice of guaranteed delivery. "We initiated the tender offer in October due to the positive sales and reimbursement trends for both RELVAR®/BREO® ELLIPTA® and ANORO® ELLIPTA®, our expectations for additional sales growth through 2016, and the then-current share price of our common stock," said Michael W. Aguiar, President and Chief Executive Officer of Theravance. "We believe the undersubscription of the tender offer indicates that the market views our stock as undervalued in light of these positive trends. We remain confident in the company's potential for growth and are committed to working towards our goal of maximizing long-term value for our stockholders." In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, Theravance expects to accept for purchase 2,580,103 shares of its common stock validly tendered and not validly withdrawn prior to the expiration of the tender offer at a price of $9.25 per share, for an aggregate cost of approximately $23.9 million, excluding fees and expenses relating to the tender offer. Based on the preliminary count, the 2,580,103 shares of Theravance's common stock expected to be accepted for purchase in the tender offer represent approximately 2.20% of Theravance's currently issued and outstanding shares of common stock and, assuming the purchase of such shares upon settlement of the tender offer, it will have approximately 114,898,507 shares of its common stock outstanding. The number of shares expected to be purchased in the tender offer and the purchase price information are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the prescribed three trading day settlement period. The final number of shares of Theravance's common stock to be purchased and the final purchase price information will be announced following completion of the confirmation process and expiration of the guaranteed delivery period. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all shares tendered and not purchased, will occur promptly thereafter. Evercore Group L.L.C. served as the dealer manager for the tender offer, and Georgeson Inc. served as the information agent for the tender offer. Stockholders and investors who have questions or need assistance may call Evercore Group L.L.C. at (877) 993-2673 (toll-free) or (212) 849-3486 or Georgeson Inc. at (866) 297-1410 (toll-free).