THERAVANCE INC INVA

election_required = True...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. See Section 1. Has Theravance or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the Offer. However, none of the Company, our Board of D...

expiry = 2015-12-01...CASH BY THERAVANCE, INC. UP TO $75,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT LESS THAN $8.50 AND NOT GREATER THAN $9.25 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, DECEMBER 1, 2015, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). Theravance, Inc., a Delaware corporation (“Theravance,” the “Company,” “we” or “us”), invites our stockholders to tender shares of our common...

listed = True...% of our issued and outstanding Shares as of October 28, 2015. The Offer is not conditioned upon the receipt of financing or any minimum number of Shares being tendered. The Offer is, however, subject to a number of other conditions. See Section 6. The Shares are listed on The NASDAQ Global Select Stock Market (“NASDAQ”) and trade under the symbol “THRX.” On October 28, 2015, the last full trading day prior to the day we announced our intention to make the Offer, the closing price of the Shares was $8.15 per Share. On October 29, 2015, the last full trading day before we commenced the Offer, the closing price of the Shares was $8.81 per Share....

mechanism = DUTCH...umber of Shares being tendered by stockholders, but is subject to certain other conditions. See Section 6. What will be the Purchase Price for the Shares and what will be the form of payment? 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. You also may elect to make a Purchase Price Tender, meaning that you will accept the Purchase Price that we determine pursuant to the terms of the Of...

must_tender_all = True...idly tendered at or below the Purchase Price and not validly withdrawn, we will purchase Shares in the following order of priority: •First, we will purchase all Odd Lots (as defined in Section 1) of less than 100 Shares at the Purchase Price from stockholders who validly tender all of their Shares at or below the Purchase Price (including Shares tendered by Purchase Price Tender) and who do not validly withdraw them before the Expiration Time (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference), and •Second, after purchasing...

price = USD 8.5-9.25...here to rapidly navigate through this document Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY THERAVANCE, INC. UP TO $75,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT LESS THAN $8.50 AND NOT GREATER THAN $9.25 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, DECEMBER 1, 2015, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIR...

threshold = 100...ch greater value of Shares as we may elect to purchase, subject to applicable law). Therefore, we may not purchase all of the Shares that you tender even if you tender them at or below the Purchase Price or by Purchase Price Tender. See Sections 1 and 6. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? 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 compl...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2226364zex-99_a1a.htm EX-99.(A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY THERAVANCE, INC. UP TO $75,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT LESS THAN $8.50 AND NOT GREATER THAN $9.25 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, DECEMBER 1, 2015, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY...