Ironwood Pharmaceuticals Announces Full Exercise of Convertible Notes Over-Allotment
13 Agosto 2019 - 3:50PM
Business Wire
Ironwood Pharmaceuticals, Inc. (“Ironwood”) (Nasdaq: IRWD), a
GI-focused healthcare company, today announced that, in connection
with its previously announced offering of 0.75% Convertible Senior
Notes due 2024 (the “2024 Notes”) and 1.50% Convertible Senior
Notes due 2026 (the “2026 Notes” and, together with the 2024 Notes,
the “Notes”), the initial purchaser exercised in full its option to
purchase $25 million aggregate principal amount of the 2024 Notes
and $25 million aggregate principal amount of the 2026 Notes (the
“Additional Notes”).
Ironwood estimates that the net proceeds of the offering will be
approximately $390 million (including the previously announced net
proceeds of approximately $341 million from the initial closing of
the offering of Notes, which occurred on August 12, 2019) after
deducting the initial purchaser’s discounts and commissions, but
prior to deducting estimated offering expenses. Ironwood plans to
use approximately $3 million of the net proceeds from the offering
of the Additional Notes to pay the cost of additional capped call
transactions entered into in connection with the exercise of the
initial purchaser’s option. The cap price of the capped call
transactions will initially be approximately $17.05 per share,
which represents a premium of approximately 75% over the last
reported sale price of Ironwood Class A common stock of $9.74 per
share on August 7, 2019, and is subject to certain adjustments
under the terms of the capped call transactions.
Ironwood intends to use the remaining net proceeds, together
with cash on hand, to redeem all of its outstanding 8.375% Notes
due 2026, repurchase approximately $215 million aggregate principal
amount of its outstanding 2.25% Convertible Notes due 2022, and, to
the extent additional proceeds are available, fund general
corporate purposes.
The offer and sale of the Notes has not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), or
any state securities laws. The Notes may not be offered or sold in
the United States except pursuant to an exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities, in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the laws of
such jurisdiction.
About Ironwood Pharmaceuticals
Ironwood Pharmaceuticals (Nasdaq: IRWD) is a GI-focused
healthcare company dedicated to creating medicines that make a
difference for patients living with GI diseases. We discovered,
developed and are commercializing linaclotide, the U.S. branded
prescription market leader for adults with irritable bowel syndrome
with constipation (IBS-C) or chronic idiopathic constipation
(CIC).
We are also advancing two late-stage GI product candidates:
IW-3718 is a gastric retentive formulation of a bile acid
sequestrant being developed for the potential treatment of
persistent gastroesophageal reflux disease, and MD-7246 is a
delayed-release formulation of linaclotide that is being evaluated
as an oral, intestinal, non-opioid, pain-relieving agent for
patients suffering from abdominal pain associated certain GI
diseases.
Ironwood was founded in 1998 and is headquartered in Cambridge,
Mass. Any trademarks referred to in this press release are the
property of their respective owners. All rights reserved.
Forward-Looking Statements
This press release contains forward-looking statements.
Investors are cautioned not to place undue reliance on these
forward-looking statements, including, but not limited to,
statements regarding the anticipated net proceeds of the offering
and Ironwood’s anticipated use of the net proceed from the sale of
the Notes. 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, but are not limited to, those related to
whether or not Ironwood will be able to consummate the closing of
the Additional Notes and the capped call transactions. In addition,
Ironwood’s management retains broad discretion with respect to the
allocation of the net proceeds of this offering and its future use
of cash. Applicable risks also include those that are listed under
the heading "Risk Factors" and elsewhere in Ironwood's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2019 and in
Ironwood’s 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190813005739/en/
Meredith Kaya, 617-374-5082 Vice President, Investor Relations
and Corporate Communications mkaya@ironwoodpharma.com
Ironwood Pharmaceuticals (NASDAQ:IRWD)
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