Ironwood Pharmaceuticals Files Investor Presentation Highlighting Actions Taken Designed to Unlock
Shareholder Value
– Board Urges Shareholders to Vote “FOR” all Three of Ironwood’s Highly Qualified Director Nominees on the
WHITE Proxy Card TODAY –
Ironwood Pharmaceuticals, Inc.(NASDAQ: IRWD), a commercial biotech company, today announced that it filed an
investor presentation with the Securities and Exchange Commission in connection with the company’s Annual Meeting of Shareholders
scheduled for May 31, 2018.
The presentation and other materials regarding the Board’s recommendation for the 2018 Annual Meeting can be found at www.ironwoodannualmeeting.com.
Highlights of the Company’s presentation include:
Ironwood’s Board and management team are transforming the business and taking action designed to unlock shareholder value,
including through the recently announced intent to separate its soluble guanylate cyclase (sGC) business from the commercial and
gastrointestinal (GI) business into two independent, publicly traded companies:
- The decision to separate the two businesses is the result of a comprehensive strategic review that
began in the fall of 2017 focused on opportunities to best develop Ironwood’s strong commercial platform and rich drug discovery
and development assets.
- The Board and management team unanimously determined that a separation of these businesses presents
the best way to drive operating performance, accelerate growth and unlock value.
- The separation is expected to result in two focused and durable businesses with strong prospects for
long-term growth and value creation.
- The companies are expected to be led by separate and distinct management teams that are focused on
each business’s unique strategic priorities, target markets, capital allocation strategies and corporate development
opportunities.
Ironwood has the right Board with the right experience to execute the company’s strategy as we drive toward a smooth and
efficient separation of the two businesses:
- Ironwood has a proactive, regularly refreshed and accountable Board, with six new independent
directors added since 2013 and an average tenure of six years for Ironwood’s independent directors.
- Ironwood’s directors have significant expertise in areas essential to the company’s success,
including strategic transactions (such as business separations), capital allocation and finance, customer and market insights and
senior leadership in small entrepreneurial companies and large pharmaceutical organizations.
- The Board oversees and is accountable for corporate strategy and capital allocation, including a full
annual strategic review.
- The Board undergoes a rigorous annual self-evaluation process to assess the performance and
effectiveness of the Board as it makes decisions to drive value creation.
- The Board has provisions in place to align with shareholder interests, including a director
compensation philosophy that emphasizes equity compensation.
- Ironwood strongly believes that Sarissa has not made a compelling case for Ironwood to add Alex
Denner to the Board, given the skills, experience and diversity of the existing directors who have acted to unlock value for
Ironwood shareholders.
The Ironwood Board of Directors unanimously recommends that shareholders vote on the WHITE proxy card “FOR” ALL of its nominees.
PROTECT THE VALUE OF YOUR INVESTMENT IN IRONWOOD:
VOTE THE WHITE PROXY CARD TODAY
If you have any questions about how to vote your shares, or need additional assistance, please contact our
proxy solicitor, MacKenzie Partners, Inc. toll-free at (800) 322-2885 or at (212) 929-5500 or via email to proxy@mackenziepartners.com.
Remember, please discard any gold proxy card you get from Sarissa. The Ironwood Board does not endorse adding Alex Denner
to the Board and urges shareholders to discard any gold proxy card you may receive from Sarissa.
About Ironwood Pharmaceuticals
Ironwood Pharmaceuticals (NASDAQ: IRWD) is a commercial biotechnology company focused on creating medicines that make a
difference for patients, building value for our fellow shareholders, and empowering our passionate team. We are commercializing two
innovative primary care products: linaclotide, the U.S. branded prescription market leader for adults with irritable bowel syndrome
with constipation (IBS-C) or chronic idiopathic constipation (CIC), and lesinurad, which is approved to be taken with a xanthine
oxidase inhibitor (XOI), or as a fixed-dose combination with allopurinol, for the treatment of hyperuricemia associated with gout.
We are also advancing a pipeline of innovative product candidates in areas of significant unmet need, including uncontrolled
gastroesophageal reflux disease, diabetic nephropathy, heart failure with preserved ejection fraction, achalasia and sickle cell
disease. Ironwood was founded in 1998 and is headquartered in Cambridge, Mass. For more information, please visit www.ironwoodpharma.com or www.twitter.com/ironwoodpharma; information that may be important to investors will be routinely posted in both
these locations.
Forward-Looking Statements
This press release contains forward-looking statements. Investors are cautioned not to place undue reliance on these
forward-looking statements, including statements about the benefits of a potential separation, including with respect to Ironwood’s
and R&D Co.’s competitive position, attractiveness to investors and enhanced operational, commercial and scientific
effectiveness; the timing, leadership, structure, including the division of assets among Ironwood and R&D Co., prospects for
long-term growth and value creation for each of Ironwood and R&D Co. and the impact of a separation; capital allocation; the
strategy, including the intended development and commercialization plans for each of Ironwood and R&D Co., and potential
corporate development opportunities; Ironwood’s and R&D Co.’s financial performance and results, and guidance and expectations
related thereto (including the drivers and timing thereof); and expectations related to revenue, cash flow and profitability
growth. 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 those related to the possibility that
we may not complete the separation on the terms or timeline currently contemplated if at all, achieve the expected benefits of a
separation, and that a separation could harm our business, results of operations and financial condition; the risk that the
transaction might not be tax-free; the risk that we may be unable to make, on a timely or cost-effective basis, the changes
necessary to operate as independent companies; R&D Co.’s lack of independent operating history and the risk that its accounting
and other management systems may not be prepared to meet the financial reporting and other requirements of operating as an
independent public company; the risk that a separation may adversely impact our ability to attract or retain key personnel; the
effectiveness of development and commercialization efforts by us and our partners; preclinical and clinical development,
manufacturing and formulation development; the risk that findings from our completed nonclinical and clinical studies may not be
replicated in later studies; efficacy, safety and tolerability of linaclotide, lesinurad and our product candidates; decisions by
regulatory and judicial authorities; the risk that we are unable to successfully commercialize lesinurad or realize the anticipated
benefits of the lesinurad transaction; the risk that we may never get sufficient patent protection for linaclotide, lesinurad and
our product candidates or that we are not able to successfully protect such patents; the outcomes in legal proceedings to protect
or enforce the patents relating to our products and product candidates, including ANDA litigation; developments in the intellectual
property landscape; challenges from and rights of competitors or potential competitors; the risk that our planned investments do
not have the anticipated effect on our company revenues, linaclotide, lesinurad or our product candidates; the risk that we are
unable to manage our operating expenses or cash use for operations, or are unable to commercialize our products, within the guided
ranges or otherwise as expected; and the risks listed under the heading “Risk Factors” and elsewhere in Ironwood’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2018, and in our subsequent SEC filings. These forward-looking statements (except
as otherwise noted) speak only as of the date of this press release, and Ironwood undertakes no obligation to update these
forward-looking statements.
Additional Information
On May 2, 2018, Ironwood filed a definitive proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission
(the “SEC”) in connection with the company’s 2018 Annual Meeting of Shareholders. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ SUCH
DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Shareholders are able to obtain
the proxy statement, any amendments or supplements to the proxy statement and other documents filed by the company with the SEC for
no charge at the SEC’s website at www.sec.gov. Copies are also be available at no charge at the company’s website at www.ironwoodpharma.com. If you have any questions regarding this information or the proxy materials, please
contact MacKenzie Partners, Inc., our proxy solicitor assisting us in connection with the annual meeting, toll-free at
(800) 322-2885 or at (212) 929-5500 or via email to proxy@mackenziepartners.com.
Investors:
Ironwood Pharmaceuticals, Inc.
Meredith Kaya, 617-374-5082
Vice President, Investor Relations and Corporate Communications
mkaya@ironwoodpharma.com
or
Media:
Joele Frank, Wilkinson Brimmer Katcher
Andi Rose / Mahmoud Siddig
212-355-4449
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