Theravance (THRX) – Odd Lot Tender Offer – $40 potential upside

Current Price – $8.85;

Offer Price – $8.5 - $9.25;

Upside – $40 or 4.5% (if the upper pricing limit is used);

Expiration date –  1 December 2015;

No proration for odd lot holders;

SEC Filling

 

Summary:

We are conducting this Offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $8.50 to $9.25 per Share. We will select the single lowest purchase price (in multiples of $0.05) (the “Purchase Price”) within the price range for the Offer that will allow us to purchase Shares having an aggregate purchase price of up to $75,000,000 or, if Shares having an aggregate purchase price of less than $75,000,000 are validly tendered and not validly withdrawn, we will buy all Shares validly tendered and not validly withdrawn, subject to the satisfaction, in our reasonable judgment, or waiver of the conditions to the Offer.

At the maximum Purchase Price of $9.25 per Share, we would purchase 8,108,108 Shares if the Offer is fully subscribed, which would represent approximately 6.90% of the issued and outstanding Shares as of October 28, 2015, the last full trading day before we announced our intention to make the Offer. At the minimum Purchase Price of $8.50 per Share, we would purchase 8,823,529 Shares if the Offer is fully subscribed, which would represent approximately 7.51% of our issued and outstanding Shares as of October 28, 2015.

No proration for Odd Lot holders:

If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you validly tender all of these Shares at or below the Purchase Price (including Shares tendered by Purchase Price Tender) and do not validly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure.

 

Source of Funds:

The maximum aggregate purchase price for the Shares purchased in the Offer will be $75,000,000, unless the Offer is amended. We expect to fund the purchase of Shares in the Offer from our available cash and cash equivalents.