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 that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (“HSR”), in
connection with Ironwood’s pending acquisition of VectivBio,
expired at 11:59 p.m., Eastern Time, on June 15, 2023.
As previously announced on May 22, 2023, Ironwood commenced a
tender offer to purchase all of VectivBio’s outstanding ordinary
shares for $17.00 per share in cash. The tender offer is scheduled
to expire one minute past 11:59 p.m., Eastern Time, on June 28,
2023, unless extended in accordance with the transaction agreement
and the applicable rules and regulations of the U.S. Securities and
Exchange Commission (the “SEC”).
The expiration of the HSR waiting period satisfies one of the
conditions necessary for the consummation of the tender offer.
Consummation of the tender offer remains subject to other
conditions described in the tender offer statement on Schedule TO
filed with the SEC on May 31, 2023, as amended, including the
tender of more than 80% of the total number of VectivBio’s
outstanding shares, certain shareholder approvals and other
customary conditions.
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.
Additional Information and Where to Find it
The description contained in this press release is for
informational purposes only and is not a recommendation, an offer
to buy or the solicitation of an offer to sell any shares of
VectivBio’s ordinary shares. A tender offer statement on Schedule
TO, including an offer to purchase, a letter of transmittal and
related documents (together, the “Tender Offer Statement”), has
been filed by Ironwood with the SEC, and a
solicitation/recommendation statement on Schedule 14D-9 (the
“Solicitation/Recommendation Statement”) has been filed by
VectivBio with the SEC.
The Tender Offer Statement and the Solicitation/Recommendation
Statement contain important information that should be read
carefully before any decision is made with respect to the tender
offer. Copies of the documents filed with the SEC by Ironwood in
connection with the offer may be obtained at no charge on
Ironwood’s internet website at www.investor.ironwoodpharma.com.
Copies of the documents filed with the SEC by VectivBio in
connection with the offer may be obtained at no charge on
VectivBio’s internet website at
https://www.vectivbio.com/investor-relations. In addition, all of
those materials (and any other documents filed with the SEC) are
available at no charge on the SEC’s website at www.sec.gov.
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) the
risk that the conditions to the closing of the transaction are not
satisfied, including the risk that Ironwood may not receive
sufficient number of shares tendered from VectivBio stockholders to
complete the tender offer prior to the outside date set forth in
the definitive agreement and the receipt of required regulatory
approvals; (2) litigation relating to the transaction; (3)
uncertainties as to the timing of the consummation of the
transaction and the ability of each of VectivBio and Ironwood to
consummate the transaction; (4) risks that the proposed transaction
disrupts the current plans and operations of VectivBio or Ironwood;
(5) the ability of Ironwood and/or VectivBio to retain and hire key
personnel; (6) competitive responses to the proposed transaction;
(7) unexpected costs, charges or expenses resulting from the
transaction; (8) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
transaction; (9) the prospects, including clinical development,
regulatory approvals, and commercial potential of apraglutide; (10)
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 (11) 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/20230616065227/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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