On May 22, 2023, VectivBio Holding AG (Nasdaq: VECT), Basel (Switzerland), a clinical-stage biopharmaceutical company pioneering novel transformational treatments for severe rare gas-trointestinal conditions, and Ironwood Pharmaceuticals, Inc. (Nasdaq: IRWD), a GI-focused healthcare company, announced that they had entered into an agreement for Ironwood to launch an all-cash public tender offer to acquire all outstanding shares in VectivBio for USD 17 per share, with an estimated aggregate consideration of approximately USD 1 bn, 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 offer is subject to customary conditions and expected to close in mid-2023. VectivBio's board of directors unanimously recommends the offer. 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 in connection with, and in support of, the offer.

Homburger AG serves as legal and tax advisor to VectivBio on the transaction. The Homburger team includes Andreas Müller, Margrit Marti, Oliver Kneubühl, Francesco Bernasconi, Oliver Dalla Palma, Daniel Wenzinger and Carolina Rodriguez (all Corporate / M&A), Lorenzo Togni (Capital Markets), Stefan Oesterhelt, Philippe Gobet and Kevin Müller (all Tax), Stefan Bindschedler (Financing and Investment Products), Luca Dal Molin (IP / IT; Data Protection), Angela Casey (Employment and Executive Compensation), and Richard Stäuber and Christoph Grüninger (Competition, Regulatory).

Contact

Nanding Susso / Marketing / [email protected]

May 22, 2023