Ironwood Pharmaceuticals, Inc. (NasdaqGS:IRWD) entered into definitive agreement to acquire VectivBio Holding AG (NasdaqGS:VECT) from Versant Venture Capital V, L.P., managed by Versant Venture Management, LLC, Forbion Growth Opportunities Fund II, managed by Forbion Capital Partners B.V., OrbiMed Advisors LLC and others for $1 billion on May 21, 2023. If the transaction agreement is terminated by VectivBio, VectivBio will be required to pay Ironwood a termination fee of $23.68 million and in case the transaction agreement is terminated by Ironwood Pharmaceuticals, Ironwood will be required to pay VectivBio a reverse termination fee of $59.2 million. 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. The transaction is approved by board of directors of Ironwood Pharmaceuticals and VectivBio Holding and is subject to VectivBio Holding's shareholders approval, minimum tender and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, in connection with Ironwood's pending acquisition of VectivBio, on June 15, 2023. The transaction is expected to close in second half of 2023. The transaction is expected to be accretive to earnings per share beginning in 2026. The tender offer is scheduled to expire on June 28, 2023.

Citigroup Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC acted as financial advisor and Latham & Watkins LLP and Advestra AG acted as legal advisor to Ironwood Pharmaceuticals, Inc. Centerview Partners LLC and BofA Securities, Inc. acted as financial advisor and Cooley (UK) LLP and Andreas Müller, Carolina Rodriguez, Lorenzo Togni, Stefan Oesterhelt, Luca Dal Molin and Richard Stäuber of Homburger AG acted as legal advisor to VectivBio Holding. Financing for the transaction has been provided by Citibank, N.A., Citizens Bank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, and Wells Fargo Bank, National Association.