Ironwood Pharmaceuticals, a gastrointestinal-focused healthcare company, and VectivBio, a clinical-stage biopharmaceutical company that produces treatments for rare gastrointestinal conditions, entered into a definitive agreement for Ironwood to acquire VectivBio for $17 per share in an all-cash transaction with an estimated aggregate consideration of approximately $1 billion, net of VectivBio cash and debt.
Ironwood expects to finance the acquisition with cash on hand and funds drawn through a four-year, $500 million revolving credit facility entered into in connection with the transaction. Citibank, Citizens Bank, JPMorgan Chase, Royal Bank of Canada and Wells Fargo provided financing for the transaction.
The acquisition price represents a premium of 80% relative to the volume-weighted average share price of VectivBio 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. 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.
