CAMBRIDGE, Mass.--(BUSINESS WIRE)--
Ironwood Pharmaceuticals, Inc. (NASDAQ: IRWD) (the "Company") announced
today the pricing of an underwritten public offering of 5,250,000 shares
of its Class A common stock at a price of $15.09 per share to the
public. All of the shares are being offered by Ironwood. The gross
proceeds to Ironwood from this offering are expected to be approximately
$79.2 million, before deducting underwriting discounts and commissions,
and other estimated offering expenses payable by Ironwood. The offering
is expected to close on February 15, 2012, subject to the satisfaction
of customary closing conditions.
The Company intends to use the net proceeds from this offering for
general corporate purposes, including to further strengthen its balance
sheet in advance of the potential market launch of linaclotide (if
approved).
J.P. Morgan Securities LLC and BofA Merrill Lynch are acting as joint
active bookrunning managers and Morgan Stanley & Co. LLC is acting as
passive bookrunning manager of the offering. Ladenburg Thalmann & Co.,
Inc. is acting as a co-manager of the offering. Ironwood has granted the
underwriters a 30-day option to purchase up to an additional 15 percent
of the amount of shares sold.
A preliminary prospectus supplement related to the offering has been
filed with the SEC and will be available on the SEC's website located at www.sec.gov.
Copies of the preliminary prospectus supplement and the accompanying
prospectus relating to this offering may be obtained from the offices
of: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, New York 11717 (telephone number:
866-803-9204) or from BofA Merrill Lynch, 4 World Financial Center, New
York, New York 10080, Attention: Prospectus Department or by emailing dg.prospectus_requests@baml.com.
The securities described above are being offered by Ironwood pursuant to
an automatically effective shelf registration statement that was
previously filed with the SEC. This press release shall not constitute
an offer to sell, or the solicitation of an offer to buy, any of the
securities, 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 securities
laws of any such state or jurisdiction.
About Ironwood Pharmaceuticals
Ironwood Pharmaceuticals (NASDAQ: IRWD) is an entrepreneurial
pharmaceutical company dedicated to the art and science of great
drugmaking. Linaclotide, Ironwood's GC-C agonist, is an investigational
drug for the treatment of irritable bowel syndrome with constipation
(IBS-C) and chronic constipation (CC). The efficacy portion of
linaclotide's development program has been completed and supports the
recently submitted NDA for both indications, as well as the MAA
submission in Europe for the IBS-C indication. Ironwood also has a
growing pipeline of additional drug candidates in earlier stages of
development. Ironwood is located in Cambridge, Mass.
Caution Regarding 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 relating to
Ironwood's expectations regarding the completion, timing and size of the
proposed offering and use of proceeds. 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 associated with market conditions and the satisfaction of
customary closing conditions related to the proposed offering.
Applicable risks also include those that are included in Ironwood's
Quarterly Report on Form 10-Q for the three months ended September 30,
2011, in addition to the risk factors that are included from time to
time in Ironwood's Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, and any subsequent SEC filings, including the prospectus
supplement related to the proposed offering to be filed with the SEC.
Ironwood undertakes no obligation to update these forward-looking
statements to reflect events or circumstances occurring after this press
release. These forward-looking statements speak only as of the date of
this press release. All forward-looking statements are qualified in
their entirety by this cautionary statement.

Ironwood Pharmaceuticals, Inc.
Susan Brady, 617-621-8304
Corporate
Communications
sbrady@ironwoodpharma.com
Source: Ironwood Pharmaceuticals, Inc.
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