v3.26.1
Offerings - Offering: 1
Aug. 10, 2026
USD ($)
Offering:  
Fee Previously Paid false
Rule 0-11 true
Transaction Valuation $ 928,265,233.23
Fee Rate 0.01381%
Amount of Registration Fee $ 128,193.43
Offering Note (A) Title of each class of securities to which transaction applies: Theravance Biopharma, Inc. ordinary shares, par value of $0.00001 ("TBPH ordinary shares"). (B) Aggregate number of securities to which transaction applies: As of July 31, 2026, the maximum number of TBPH ordinary shares to which this transaction applies is estimated to be 55,387,622, which consists of: (i) 51,918,754 issued and outstanding TBPH ordinary shares entitled to receive the per share merger consideration of $17.00 in cash to be paid at the closing of the transaction (the "per share cash consideration") plus one contingent value right ("CVR"), which Theravance Biopharma, Inc. reasonably believes would not result in any additional per share cash payment; (ii) 1,274,203 TBPH ordinary shares underlying outstanding and unexercised options that have an exercise price of less than $17.00 (an "in-the-money option") entitled to receive an amount in cash equal to the difference between the per share cash consideration and the per share exercise price of such option, plus one CVR; (iii) 1,911,269 TBPH ordinary shares underlying outstanding restricted stock unit awards (excluding those restricted stock unit awards described in the following clause (iv)) entitled to receive the per share cash consideration plus one CVR; and (iv) 283,396 TBPH ordinary shares underlying outstanding restricted stock unit awards granted subject to performance-based vesting conditions entitled to receive the per share cash consideration plus one CVR, which for purposes of calculating the filing fee are reflected at maximum level of performance. (C) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of: (i) the product of 51,918,754 issued and outstanding shares of TBPH ordinary shares and the per share cash consideration; (ii) the product of 1,274,203 in-the-money options and $6.54, which is the difference between the per share cash consideration and the in-the-money options' weighted-average exercise price of $10.46; (iii) the product of 1,911,269 TBPH ordinary shares underlying outstanding restricted stock unit awards (excluding those restricted stock unit awards described in the following clause (iv)) and the per share cash consideration; and (iv) the product of 283,396 TBPH ordinary shares underlying outstanding restricted stock unit awards granted subject to performance-based vesting conditions and the per share cash consideration. (D) In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and Exchange Act Rule 0-11, the filing fee was determined by multiplying the sum calculated in note (C) above by 0.00013810.