VectivBio Extraordinary General Meeting of Shareholders Approved All Proposals
27 June 2023 - 6:01AM
VectivBio Holding AG (“VectivBio”) (Nasdaq: VECT), a global
clinical-stage biopharmaceutical company pioneering novel,
transformational treatments for severe rare gastrointestinal
conditions, announced that today's extraordinary general meeting
approved each of the proposals of the Board of Directors, which
satisfied one of the pending conditions to consummating the tender
offer by Ironwood Pharmaceuticals, Inc. (“Ironwood”) to acquire all
of VectivBio's outstanding registered ordinary shares for $17.00
per share in cash (subject to deduction for any applicable
withholding taxes). Consummation of the tender offer remains
subject to the tender of more than 80% of the total number of
VectivBio’s outstanding registered ordinary shares and the other
conditions described in the tender offer statement.
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 Board of Directors of
VectivBio unanimously recommends that VectivBio shareholders tender
their 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.
For further information, contact:
Patrick MalloySVP, Investor
RelationsPatrick.Malloy@VectivBio.com+1-847-987-4878
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 registered 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://ir.vectivbio.com/. 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 shareholders 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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