Theravance Announces Closing of Public Offering of $287.5

Theravance Announces Closing of Public Offering of $287.5 Million of
Convertible Subordinated Notes 
SOUTH SAN FRANCISCO, CA -- (Marketwire) -- 01/24/13 --  Theravance,
Inc. (NASDAQ: THRX) (the "Company"), a biopharmaceutical company with
a pipeline of internally discovered product candidates and strategic
collaborations with pharmaceutical companies, announced that it
closed the sale of its previously announced underwritten public
offering of $287.5 million aggregate principal amount of its 2.125%
convertible subordinated notes due 2023 (the "notes"), which includes
the underwriters' full exercise of their option to purchase an
additional $37.5 million aggregate principal amount of the notes.
BofA Merrill Lynch acted as the sole book-running manager for the
In connection with the offering of the notes, the Company entered
into privately-negotiated capped call option transactions. The
aggregate cost of the capped call options was $36.8 million.  
The capped call options are expected generally to reduce the
potential dilution upon conversion of the notes in the event that the
market price of the Company's common stock, as measured under the
terms of the capped call transactions, is greater than the strike
price of the capped call transactions, which initially corresponds to
the conversion price of the notes, and is expected to be subject to
customary anti-dilution adjustments. However, if the market price of
the Company's common stock, as measured under the terms of the capped
call transactions, exceeds $38.00 per share, which is the initial cap
price of the capped call transactions, the anti-dilutive effect of
the capped call transactions will be limited.  
In addition to paying for the cost of entering into the capped call
option transactions, the Company intends to use the net proceeds of
the offering for potential milestone payments to GlaxoSmithKline plc
if there is any approval or launch of products under the parties'
long-acting beta2 agonist (LABA) collaboration, including RELVAR(TM)
or BREO(TM) (fluticasone furoate/vilanterol), ANORO(TM) (umeclidinium
bromide/vilanterol), or vilanterol, for the potential repayment of
debt, and for other general corporate purposes.  
This press release is neither an offer to sell nor a solicitation of
an offer 
to buy any securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.  
The offering was made pursuant to a registration statement filed with
the U.S. Securities and Exchange Commission (the "SEC") on January
16, 2013 and including a final prospectus dated January 17, 2013
filed with the SEC on January 18, 2013. Before you invest in the
notes, you should read the prospectus in that registration statement
and the other documents the issuer has filed with the SEC for more
complete information about the issuer and the notes. You may get
these documents for free by visiting EDGAR on the SEC's website at Alternatively, copies of the prospectus may be obtained
by contacting the issuer or by calling BofA Merrill Lynch at
866-500-5408. In addition, copies of the final prospectus may be
obtained from BofA Merrill Lynch, 222 Broadway, New York, NY 10038,
Attn: Prospectus Department, or email  
THERAVANCE(R), the Theravance logo, and MEDICINES THAT MAKE A
DIFFERENCE(R) are registered trademarks of Theravance, Inc. 
investigational medicines and are not currently approved anywhere in
the world. RELVAR(TM), BREO(TM) and ANORO(TM) are trademarks of the
GlaxoSmithKline group of companies. The use of these brand names has
not yet been approved by any regulatory authority. 
This press release contains certain "forward-looking" statements as
that term is defined in the Private Securities Litigation Reform Act
of 1995 regarding, among other things, statements relating to goals,
plans, objectives and future events. Theravance intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 21E of
the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995. These statements are based on the
current estimates and assumptions of the management of Theravance as
of the date of this press release and are subject to risks,
uncertainties, changes in circumstances, assumptions and other
factors that may cause the actual results of Theravance to be
materially different from those reflected in its forward-looking
statements. Factors that could cause such differences are described
under the heading "Risk Factors" contained in Theravance's final
prospectus filed with the SEC on January 18, 2013 related to the
offering and the risks discussed in the Company's periodic filings
with SEC. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. Theravance assumes no
obligation to update its forward-looking statements. 
Contact Information:
Theravance, Inc.
Michael W. Aguiar
Senior Vice President and Chief Financial Officer
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