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DewDiligence

10/28/15 5:13 PM

#196533 RE: DewDiligence #194838

THRX buying $75M of stock via tender to existing shareholders as part of overall $150M buyback plan:

http://finance.yahoo.com/news/theravance-reports-third-quarter-2015-202328564.html

Theravance also announced today the acceleration of its capital return plan with a $150 million share repurchase plan effective through the end of 2016 that was approved by the company's Board of Directors, replacing its quarterly dividend. The company currently intends to repurchase its shares over this period through a combination of a tender offer and open market purchases, and may also repurchase shares through private transactions, exchange offers, additional tender offers or other means. The repurchase program will be funded using Theravance's working capital. The repurchase program may be suspended or discontinued at any time. Theravance had approximately 117.4 million shares of common stock outstanding as of October 27, 2015.

As part of the repurchase plan, Theravance plans to launch promptly a "modified Dutch auction" tender offer to purchase up to $75 million of its common stock, at a price per share of not less than $8.50 and not greater than $9.25… Additional details regarding the pricing and other terms will be provided upon formal commencement of the tender offer.