Ironwood
Pharmaceuticals, Inc. (NASDAQ: IRWD) today announced that it has
commenced a $150 million underwritten public offering of its Class A
common stock. All of the shares are being offered by Ironwood. Ironwood
will grant the underwriters a 30-day option to purchase additional
shares equal to up to 15% of the number of shares of Class A common
stock sold in the offering.
Ironwood intends to use the net proceeds from this offering to support
the commercialization of LINZESS® (linaclotide) in the U.S.
and to fund linaclotide and other development opportunities to advance
its strategy to grow a leading gastrointestinal company, in addition to
general corporate purposes.
J.P. Morgan and BofA Merrill Lynch are acting as joint bookrunning
managers and as representatives of the underwriters for the offering. A
preliminary prospectus supplement related to the offering will be filed
with the Securities and Exchange Commission (SEC) and will be available
on the SEC’s website located at www.sec.gov.
Copies of the preliminary prospectus supplement and the accompanying
prospectus relating to this offering may be obtained from the offices
of: J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717 (telephone number: 866-803-9204) or
from BofA Merrill Lynch, 222 Broadway, New York, New York 10038,
Attention: Prospectus Department or by emailing dg.prospectus_requests@baml.com.
The offering is subject to market and other conditions, and there can be
no assurance as to whether or when the offering may be completed, or as
to the actual size or terms of the offering. The final terms of the
offering will be disclosed in a final prospectus supplement filed with
the SEC.
The securities described above are being offered by Ironwood pursuant to
an automatically effective shelf registration statement that was
previously filed with the SEC. The press release shall not constitute an
offer to sell, or the solicitation of an offer to buy, any of the
securities, nor shall there be any sale of these securities, in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Ironwood Pharmaceuticals
Ironwood Pharmaceuticals (NASDAQ: IRWD) is focused on creating medicines
that make a difference for patients, building value to earn the
continued support of our fellow shareholders, and empowering our team to
passionately pursue excellence. We discovered, developed and are
commercializing linaclotide, which is approved in the United States and
Europe. Our pipeline priorities include exploring further opportunities
for linaclotide, as well as leveraging our therapeutic expertise in
gastrointestinal disorders and our pharmacologic expertise in guanylate
cyclases to address patient needs across the upper and lower
gastrointestinal tract. Ironwood was founded in 1998 and is
headquartered in Cambridge, Mass.
This press release contains forward-looking statements. Investors are
cautioned not to place undue reliance on these forward-looking
statements, including, but not limited to, statements relating to
Ironwood’s expectations regarding the completion, timing and size of the
proposed offering and use of proceeds. Each forward-looking statement is
subject to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in such statement.
Applicable risks and uncertainties include, but are not limited to,
those associated with market conditions and the satisfaction of
customary closing conditions related to the proposed offering.
Applicable risks also include those that are included in Ironwood’s
Annual Report on Form 10-K for the year ended December 31, 2013, in
addition to the risk factors that are included from time to time in
Ironwood’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
and any subsequent SEC filings, including the prospectus supplement
related to the proposed offering to be filed with the SEC. Ironwood
undertakes no obligation to update these forward-looking statements to
reflect events or circumstances occurring after this press release.
These forward-looking statements speak only as of the date of this press
release. All forward-looking statements are qualified in their entirety
by this cautionary statement.
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