-==VectivBio (VECT) to be acquired by Ironwood (IRWD) for $17.00/share or approx. $1 billion

 

Ironwood (IRWD) enters into definitive agreement to acquire VECT for $17.00/share 

• Co announced 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. 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 and the Transaction Agreement was entered into on May 21, 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.
• Compelling financial profile. Ironwood anticipates the pro forma company will remain positioned to deliver sustained profits and cash flows. Ironwood expects to generate greater than $175 million in operating cash flows each year on a pro forma basis ahead of apraglutide commercial launch. The Transaction, assuming successful commercialization of apraglutide, is expected to be accretive to earnings per share beginning in 2026.
• 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.
• Ironwood expects to provide updated full year 2023 adjusted EBITDA financial guidance upon closing of the transaction.