GI-focused healthcare company Ironwood Pharmaceuticals, Inc. (IRWD) and biopharmaceutical company VectivBio Holding AG (VECT) announced Monday that they have entered into a definitive agreement for Ironwood to acquire VectivBio for $17.00 per share in an all-cash transaction with an estimated aggregate consideration of approximately $1 billion, net of VectivBio cash and debt.
This transaction has the potential to strengthen Ironwood’s innovative portfolio and pipeline to advance the treatment of GI diseases and redefine the standard of care for GI patients.
The acquisition price represents a premium of 80% relative to the volume-weighted average share price over the previous 90 trading days. The transaction was approved by both the Ironwood and VectivBio Boards of Directors.
VectivBio’s Board of Directors recommends that VectivBio shareholders tender their shares in the tender offer. The transaction, which was approved by each company’s Boards of Directors, is expected to close in the second half of 2023..
The transaction is conditioned upon, among other things, the tender of shares representing more than 80% of VectivBio’s issued and outstanding shares and other customary conditions.
Orbimed, Forbion and Versant Ventures, and VectivBio’s directors and officers, jointly representing 28.6% of VectivBio’s shareholdings, entered into tender and support agreements pursuant to which such supporting shareholders agreed, among other things, to tender their shares in the tender offer.
VectivBio will covene an extraordinary general meeting of shareholders on June 26, 2023 for the purpose of obtaining certain shareholder approvals in connection with the transaction.
Ironwood expects to finance the acquisition with cash on hand and funds drawn through a four-year, $500 million revolving credit facility entered in connection with the transaction.
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