Ironwood and VectivBio Announce the Completion of the Tender Offer for VectivBio Shares
29 Juni 2023 - 2:30PM
Business Wire
Ironwood Pharmaceuticals, Inc. (“Ironwood”) (Nasdaq: IRWD), a
GI-focused healthcare company, and VectivBio Holding AG
(“VectivBio”) (Nasdaq: VECT), a global clinical-stage
biopharmaceutical company pioneering novel, transformational
treatments for severe rare gastrointestinal conditions, today
announced the successful completion of the tender offer to purchase
the outstanding ordinary shares of VectivBio (the “Shares”) for
$17.00 per share in cash (the “Tender Offer”).
The Depositary for the Tender Offer has advised Ironwood and
VectivBio that at the end of the offering period, 59,287,753 Shares
had been tendered and not withdrawn pursuant to the Tender Offer
and it has received commitments to tender 2,007,310 additional
Shares under the guaranteed delivery procedures described in the
offer, representing in the aggregate approximately 97.60 percent of
the outstanding Shares. Ironwood has accepted for payment and will
promptly pay for all Shares that have been validly tendered and not
validly withdrawn in accordance with the terms of the Tender Offer
Statement on Schedule TO filed with the U.S. Securities and
Exchange Commission (the “SEC”) on May 31, 2023, as amended.
Effective immediately following the completion of the Tender Offer,
the current directors of VectivBio were replaced with those
Ironwood appointed directors as approved by the VectivBio
shareholders at the extraordinary general meeting of shareholders
held on June 26, 2023.
As previously announced, Ironwood intends to cause VectivBio to
voluntarily delist its shares from Nasdaq and intends to effect a
squeeze-out merger under Swiss law to acquire all remaining
outstanding Shares.
The Depositary & Paying Agent for the Tender Offer is
Computershare Trust Company, N.A. The Information Agent for the
Tender Offer is Innisfree M&A Incorporated. The Tender Offer
materials may be obtained at no charge by directing a request by
mail to Innisfree M&A Incorporated or by calling toll free at
(877) 750-0537 and may also be obtained at no charge at the website
maintained by the SEC at www.sec.gov.
About Ironwood
Ironwood Pharmaceuticals (Nasdaq: IRWD), an S&P SmallCap
600® company, is a leading gastrointestinal (GI) healthcare company
on a mission to advance the treatment of GI diseases and redefine
the standard of care for GI patients. We are pioneers in the
development of LINZESS® (linaclotide), the U.S. branded
prescription market leader for adults with irritable bowel syndrome
with constipation (IBS-C) or chronic idiopathic constipation (CIC).
In June 2023, the U.S. Food and Drug Administration also approved
LINZESS for the treatment of functional constipation in pediatric
patients ages 6-17 years-old. Under the guidance of our seasoned
industry leaders, we continue to build upon our history of GI
innovation and challenge what has been done before to shape what
the future holds. We keep patients at the heart of our R&D and
commercialization efforts to reduce the burden of GI diseases and
address significant unmet needs.
Founded in 1998, Ironwood Pharmaceuticals is headquartered in
Boston, Massachusetts.
We routinely post information that may be important to investors
on our website at www.ironwoodpharma.com. In addition, follow us on
Twitter and on LinkedIn.
About VectivBio
VectivBio is a global clinical-stage biotechnology company
focused on transforming and improving the lives of patients with
severe rare conditions. Lead product candidate apraglutide is a
next-generation, long-acting synthetic GLP-2 analog being developed
for a range of rare gastrointestinal diseases where GLP-2 can play
a central role in addressing disease pathophysiology, including
short bowel syndrome with intestinal failure (SBS-IF) and Acute
Graft-Versus-Host Disease (aGVHD).
VectivBio is also advancing its modular, small molecule CoMET
platform to address a broad range of previously undruggable
Inherited Metabolic Diseases (IMDs). CoMET leverages innovative
chemistry, based on a proprietary stabilized pantetheine backbone,
to restore fundamental cellular metabolism in pediatric populations
with IMDs characterized by a deficit of energy metabolism caused by
the depletion of functional Coenzyme A (CoA). Candidates from the
CoMET platform are initially being evaluated in methylmalonic
acidemia (MMA), propionic acidemia (PA), and other organic
acidemias.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release may constitute
“forward-looking statements”. Forward-looking statements may be
typically identified by such words as “may,” “will,” “could,”
“should,” “expect,” “anticipate,” “plan,” “likely,” “believe,”
“estimate,” “project,” “intend,” and other similar expressions.
These forward-looking statements are subject to known and unknown
risks and uncertainties that could cause our actual results to
differ materially from the expectations expressed in the
forward-looking statements. Although Ironwood and VectivBio believe
that the expectations reflected in the forward-looking statements
are reasonable, any or all of such forward-looking statements may
prove to be incorrect. Consequently, no forward-looking statements
may be guaranteed and there can be no assurance that the actual
results or developments anticipated by such forward looking
statements will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on,
Ironwood, VectivBio or their respective businesses or
operations.
Factors which could cause actual results to differ from those
projected or contemplated in any such forward-looking statements
include, but are not limited to, the following factors: (1)
litigation relating to the transaction; (2) uncertainties as to the
timing of the consummation of the squeeze out transaction and the
ability of each of VectivBio and Ironwood to consummate the squeeze
out transaction; (3) risks that the completion of the Tender Offer
or the squeeze-out transaction disrupts the current plans and
operations of VectivBio or Ironwood; (4) the ability of Ironwood
and/or VectivBio to retain and hire key personnel; (5) competitive
responses to the completion of the Tender Offer and/or the
squeeze-out transaction; (6) unexpected costs, charges or expenses
resulting from the completion of the Tender Offer or the
squeeze-out transaction; (7) potential adverse reactions or changes
to business relationships resulting from the completion of the
Tender Offer and/or the squeeze-out transaction; (8) the prospects,
including clinical development, regulatory approvals, and
commercial potential of apraglutide; (9) Ironwood’s ability to
achieve the growth prospects and synergies expected from the
transaction, as well as delays, challenges and expenses associated
with integrating VectivBio with its existing businesses; and (10)
legislative, regulatory and economic developments. The foregoing
review of important factors that could cause actual events to
differ from expectations should not be construed as exhaustive and
should be read in conjunction with statements that are included
herein and elsewhere, including the risk factors included in
VectivBio’s Annual Report on Form 20-F for the year ended December
31, 2022, the risk factors included in Ironwood’s Annual Report on
Form 10-K for the year ended December 31, 2022 and Ironwood’s other
filings with the SEC (which may be obtained for free at the SEC’s
website at http://www.sec.gov). VectivBio and Ironwood can give no
assurance that the conditions to the transaction will be satisfied.
Neither VectivBio nor Ironwood undertakes any intent or obligation
to publicly update or revise any of these forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230629311475/en/
Ironwood: Media: Beth Calitri, 978-417-2031
bcalitri@ironwoodpharma.com Investors: Greg Martini,
617-374-5230 gmartini@ironwoodpharma.com Matt Roache, 617-621-8395
mroache@ironwoodpharma.com VectivBio: Investors:
Patrick Malloy, 847-987-4878 Patrick.Malloy@VectivBio.com
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