- Urges Shareholders to Vote "FOR" the Ironwood Director Nominees on
the WHITE Proxy Card -
CAMBRIDGE, Mass.--(BUSINESS WIRE)--
Ironwood
Pharmaceuticals, Inc. (NASDAQ:IRWD), a commercial biotech company,
today announced that it has mailed a letter to shareholders highlighting
the experience and personal perspectives of the company's director
nominees: Lawrence Olanoff, M.D., Ph.D., Amy Schulman and Douglas
Williams, Ph.D.
The Ironwood Board of Directors strongly recommends that shareholders
vote on the WHITE proxy card "FOR" Ironwood's experienced, diverse and
independent nominees. Ironwood's letter to shareholders and other
materials regarding the Board's recommendation for the 2018 Annual
Meeting can be found at www.ironwoodannualmeeting.com.
The full text of the letter follows:
Dear Fellow Shareholder,
Over the past 20 years, Ironwood has grown into a strong commercial
biotech company that is bringing important medicines to millions of
patients, advancing a robust pipeline of innovative drug candidates, and
cultivating a team of talented and passionate employees. We are taking
action designed to realize the value we are generating from accelerating
revenue growth and advancement of our promising drug candidates through
our recently announced intent to separate into two independent, publicly
traded companies (Ironwood and "R&D Co.").
This is an exciting and critical period for Ironwood as we work to
complete the separation, which is now underway. Importantly, we believe
we have the right Board in place to oversee that value creation
opportunity and effectively execute this process with urgency and
stability. Your Board:
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Regularly explores opportunities to enhance shareholder value,
demonstrated by our comprehensive review of strategic options that
began last fall and which led to the decision to separate Ironwood
into two independent, publicly traded companies.
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Seeks and acts on ideas from our fellow shareholders and
outside advisors, helping to inform decisions as we evolve and execute
against our strategy. In fact, shareholder input helped inform the
decision we made to separate.
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Has the benefit of fresh perspectives, with a group of
directors that comprise a diverse set of backgrounds, expertise, and
tenure (including six new independent directors added since 2013).
At our Annual Meeting on May 31, 2018, your Board has three highly
qualified independent directors up for election: Lawrence Olanoff, M.D.,
Ph.D., Amy Schulman, and Douglas Williams, Ph.D. Ironwood's director
nominees, each of whom joined the Board within the last four years,
offer an expansive skill set and are active in driving the company's
long-term strategy. All three directors are world-renowned leaders in
their chosen specialty. They have each served as C-level executives in
large global biopharmaceutical companies and as CEOs of smaller,
entrepreneurial biotech companies.
In this letter, we invite you to hear from Larry, Amy and Doug about
their experience and why they believe Ironwood is on the right path to
deliver substantial value creation.
We are excited about the opportunities ahead for Ironwood, and thank you
for your continued support.
Sincerely,
The Ironwood Board of Directors
To elect the Ironwood Board of Directors' nominees, we encourage you
to vote today by telephone, Internet, or by signing and dating the
enclosed WHITE proxy card and returning it in the postage-paid envelope
provided.
MEET THE IRONWOOD BOARD NOMINEES
Lawrence Olanoff, M.D., Ph.D.
Independent, Director since
2015
Medical University of South Carolina
Adjunct Professor
and Special Advisor to President for Corporate Relations (2011 - Present)
Forest Laboratories, Inc.
COO (2006 - 2010)
EVP & Chief
Scientific Officer (1995 - 2005)
Celsion Corporation
President & CEO (2005 - 2006)
Sandoz
SVP, Clinical R&D (1993 - 1995)
Professional Highlights
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At Forest Labs, involved in negotiations of several partnerships and
was integrally involved with the decision to sell to Actavis as a
Forest Board member
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Also while at Forest, led a group that obtained U.S. approval for a
number of NDAs across range of therapeutic areas
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Chairman of the Board of the Clinical Biotechnology Research Institute
at Roper St. Francis Hospital
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Board member of the Horizon Project and the Zucker Institute for
Applied Neurosciences
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Ex-officio director and former Board member of the MUSC Foundation for
Research Development and former Board member of Celsion, Axovant
Sciences and Forest Laboratories
Can you tell me more about the unique skillsets you bring to Ironwood?
I have led drug development for the majority of my career. On the
clinical pharmacology side, I have a very good understanding of the
interface between drug discovery and drug development. Having led large
drug development organizations in three different companies, I also have
a deep understanding of what makes projects successful. Getting a new
drug approved is a major endeavor, but it's only a part of the process.
You can have a great product and still fail in the commercial market,
but you can't take a bad product and be successful in the commercial
market. To achieve success, it's critical to have the ability to
effectively manage the process between drug discovery and development
and drug development and commercialization. I also have significant
experience in partnering as well as M&A. At Forest, I was involved in
the negotiations of a number of partnerships, and as a Forest Board
member, I was involved in the company's decision to sell to Actavis.
I've always been impressed with Ironwood's ability to achieve that
critical balance. I was excited to join the Ironwood Board in 2015,
given that the directors have a unique blend of expertise and skillsets
that are critical to both commercial and R&D success. It's an advantage
we have over many other companies of Ironwood's size.
As someone with significant industry experience, could you describe
why a separation is the best path forward for Ironwood?
I've been an executive at three pharmaceutical companies over my 30-year
career, and my experience has shown me that the model for success in
this industry has changed dramatically. Success in the market today
requires a greater degree of focus, and investors likewise look for
companies that have a clear strategy and identifiable core competencies,
whether that is in drug discovery, development or commercialization. By
separating the company into two more nimble, productive businesses with
strengthened competitive positions, we believe there is a unique
opportunity to hone the models and focus on each company's specific
attributes. The commercial company is expected to have products that
provide a great deal of value for physicians and patients and to be well
positioned for success. R&D Co. is expected to have a pipeline of
innovative product candidates in areas of significant unmet need. The
strength of this pipeline is that it is not focused on developing one
drug, but on harvesting a technology platform built around a key
biological mechanism, which we believe will allow it to efficiently
advance multiple drug candidates.
As a member of the governance and nominating committee, how does
Ironwood approach the vetting of director candidates?
Out of all the companies I've been involved with, Ironwood has been the
most deliberate in its assessment of Board candidates. My own
recruitment process spanned over several months, and I was interviewed
by many directors. This is a very thorough process that is both
appropriate and necessary to ensure we are adding candidates that bring
the right mix of competencies and experiences, as well as the personal
qualities to strengthen our collective decision-making needed for the
long-term success of the company. As a Board, we are happy to shake
things up to get the best outcome for the company, and we have proven
our openness to adding several new directors that bring unique
perspectives.
Amy Schulman
Independent, Director since 2017
Lyndra
CEO & Co-Founder (2015 - Present)
Polaris Partners
Partner (2014 - Present)
Olivo Labs
CEO (2017 - Present)
Arsia Therapeutics
CEO (2014 - 2016)
Pfizer
EVP & GC (2008 - 2014)
Business Unit Leader
for Consumer Healthcare Business (2012 - 2013)
DLA Piper
Partner (1997-2008)
Professional Highlights
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Played instrumental role in Pfizer Nutrition's sale to Nestle and
spinning out Zoetis, as well as its acquisition of Wyeth
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CEO of Lyndra and Olivo Labs
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Board member of Arsanis and Alnylam Pharmaceuticals
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Former Board member of Blue Buffalo Pet Products and BIND Therapeutics
You've served on the Ironwood Board for a year. What can you tell us
about the Board's priorities and how strategic decisions are made?
The Board's priorities are clear. They start with total shareholder
return over the short-, medium- and long-term. We certainly hold
management accountable and spend a significant amount of time discussing
management's performance. We look to ensure that both the management
team and company are growing and developing and that the right talent is
in place, both at the Board and management level. In fact, we believe
that the composition of the Board and assessing the leadership of the
company are two of the most critical decisions that a Board has to make.
We continually look at ways to enhance value for shareholders; closing
the gap between what we believe the value potential of the company is
relative to how the market values Ironwood is a top priority. The
decision to embark on the separation is a prime example of this Board
taking proactive action to address that gap.
While at Pfizer, you played an instrumental role in the sale of
Pfizer Nutrition to Nestle, the Zoetis spin-off and the acquisition of
Wyeth. How did those experiences inform your decision-making process as
the Board considered the intent to separate Ironwood?
During my tenure at Pfizer, I developed broad M&A experience and skills.
I also experienced firsthand the significant opportunities that exist to
unlock value, as evident from the sale of the Pfizer nutrition business
to Nestle. During my time as general counsel, I also was involved in the
successful spin of the animal health business into Zoetis and helped in
determining whether to proceed with the spin, how to go through the
transaction in a way that was tax efficient to shareholders, and how to
communicate those efforts in a compliant way. My work experience has
spanned both large pharmaceutical companies as well as small biotech
companies, so I have a sense of what it takes to do a deal in a very
hands-on way. Concerning Ironwood's planned separation, my transaction
experience at Pfizer has certainly informed my thinking in terms of how
to effectively separate out pieces of a business that are part of a
larger entity and how to capture the value that results from such a
transaction.
As a member of the compensation and HR committee, how does Ironwood
use compensation to get the best out of all of its people?
Ironwood has a thoughtful and engaged Board, and that's part of what
attracted me to joining the Board. I think the Compensation and HR
Committee is in sync with a thoughtfully run company that is determined
to align management's incentives with delivering value. At Ironwood, the
compensation committee is highly independent and makes its own judgments
and spends a lot of time looking at how management assesses itself and
sets targets. We take a very active view of understanding how we want to
fund the bonus pool. And from a Board standpoint, the vast majority of
Ironwood directors' compensation is not paid in cash. I think that
reflects the company's strong view of having owner-oriented directors
whose interests are directly aligned with shareholders.
Douglas Williams, PH.D.
Independent, Director since 2014
Codiak
President & CEO (2015 - Present)
Biogen
EVP, R&D (2011 - 2015)
ZymoGenetics
CEO (2009 - 2010)
President & Chief
Scientific Officer (2007 - 2009)
EVP, R&D & Chief Scientific
Officer (2004 - 2007)
Immunex
EVP & Chief Technology Officer, VP R&D & SVP
Discovery Research (1988 - 2002)
Professional Highlights
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Led ZymoGenetics' sale to Bristol-Myers Squibb
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Member of Immunex Board when acquired by Amgen and part of integration
team
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Played a role in development of novel drugs including Enbrel,
Tecfidera, and Spinraza
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CEO and Board member of Codiak BioSciences, and Board member of Ovid
Therapeutics and AC Immune
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Former Board member of Immunex, ZymoGenetics, Regulus Therapeutics,
and Oncothyreon
You have M&A experience as both an executive and a Board member. How
did those experiences help you in the Board's review of the range of
strategic options?
Immunex and ZymoGenetics were publicly traded companies before being
acquired by Amgen and Bristol-Myers Squibb. Each Board had to make a
decision as to what the proper course of action was given the fact that
we had been approached in these transactions, and whether the right
decision was to sell or to follow another path. I have a lot of
experience working with outside financial advisors and going through the
analytical process of determining the appropriate strategy. And then,
ultimately, defining what the appropriate price would be in a
transaction of that sort. I also have experience in the capacity as a
buyer, having been at Biogen for a number of years. We acquired at least
two companies in the time that I was there, both of which were acquired
for the purpose of adding to the existing Biogen pipeline.
In your comprehensive review, how did the Board determine that the
separation of the two businesses was the right path forward for Ironwood?
As a Board, we periodically evaluate a variety of alternatives. We have
been analyzing the performance of the business, progress of the
business, and debating a number of different options. Several of us had
heard from investors the suggestion to split the company. After a
thorough review of the full range of strategic options, we unanimously
came to the conclusion that a separation was the right course of action
designed to unlock value—and that this is the right time to do it—given
the maturity of the commercial business and the maturity of the sGC
business. The breadth of opportunities that we're seeing with the sGC
stimulators reminds me of what we saw in the early days with the TNF
inhibitor class, which was a common mechanism driving diseases in
distinct tissues. That realization led to multiple, innovative and
life-changing therapies. We are creating two very distinct operating
units that are both at a stage where they have the opportunity to create
more value independently.
How would you describe the dynamic of the Ironwood Board?
I have been on several Boards over the years and I find this one to be
populated by particularly accomplished individuals in the biotech and
pharma industry. There is a great mix of skills and backgrounds among
the directors. You don't have too many finance people or too many R&D
people - just enough of each. It's a really well-balanced mix of
skillsets that, from my perspective, cover the entirety of the kinds of
issues that you are likely to face as a Board in this industry. It is a
group that is not afraid to speak up, is very engaged in Board meetings
and continuously challenges management. It is also a group that respects
each other and functions at a high level. It is one of the strongest
Boards that I have ever been associated with.
How did the Board evaluate Alex Denner's candidacy?
It was a process to evaluate the existing Board's composition and
expertise in an effort to identify any gaps that could be filled.
Ultimately, we concluded that the requisite skills and experience needed
to make the best decisions as we move forward with the
separation—decisions that are focused on advancing shareholder
interests—were already around the table.
IRONWOOD'S BOARD HAS THE RIGHT MIX OF SKILLS AND EXPERTISE
Amy, Larry and Doug - along with the entire Ironwood Board, bring
together the right mix of skills and expertise to oversee Ironwood at
this important time in our transformation.
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Broader Business
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Healthcare Industry
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Ironwood Board
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Capital Allocation / Finance / Accounting
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Strategic Transactions
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Risk Management
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Human Capital
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Public Company Board
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Senior Leadership (small biotech)
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Senior Leadership (large pharma)
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Customer / Market Insights (patient, payer, physician)
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Terrance McGuire
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Andrew Dreyfus
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Marsha Fanucci
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Peter Hecht, Ph.D.
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Julie McHugh
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Lawrence Olanoff, M.D., Ph.D.
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Edward Owens
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Amy W. Schulman
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Douglas Williams, Ph.D.
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Your Board uses a rigorous process to determine the appropriate Board
make-up, and as a result has an excellent group of individuals with the
appropriate skills. Moreover, the Board's annual evaluation process
serves to improve the effectiveness of all members and the Board as a
whole. Ironwood strongly believes that Sarissa has not made a compelling
case for Ironwood to add Alex Denner to the Board, given the skills,
experience and diversity of the existing directors who have acted to
unlock value for Ironwood shareholders.
PROTECT THE VALUE OF YOUR INVESTMENT IN IRONWOOD:
VOTE
THE WHITE PROXY CARD TODAY
Whether or not you plan to attend the Annual Meeting, you have an
opportunity to protect your investment in Ironwood by voting the WHITE
proxy card "FOR ALL" of our nominees. YOUR VOTE IS EXTREMELY
IMPORTANT!
We urge you to vote today by telephone, Internet, or by signing and
dating the enclosed WHITE proxy card
and returning it in the postage-paid envelope provided.
Please disregard any gold proxy card you get from Sarissa.
If you have any questions about how to vote your shares, or need
additional assistance, please contact our proxy solicitor, MacKenzie
Partners, Inc. toll-free at (800) 322-2885 or at (212) 929-5500 or via
email to proxy@mackenziepartners.com.
About Ironwood Pharmaceuticals
Ironwood Pharmaceuticals (NASDAQ:IRWD) is a commercial biotechnology
company focused on creating medicines that make a difference for
patients, building value for our fellow shareholders, and empowering our
passionate team. We are commercializing two innovative primary care
products: linaclotide, the U.S. branded prescription market leader for
adults with irritable bowel syndrome with constipation (IBS-C) or
chronic idiopathic constipation (CIC), and lesinurad, which is approved
to be taken with a xanthine oxidase inhibitor (XOI), or as a fixed-dose
combination with allopurinol, for the treatment of hyperuricemia
associated with gout. We are also advancing a pipeline of innovative
product candidates in areas of significant unmet need, including
uncontrolled gastroesophageal reflux disease, diabetic nephropathy,
heart failure with preserved ejection fraction, achalasia and sickle
cell disease. Ironwood was founded in 1998 and is headquartered
in Cambridge, Mass. For more information, please visit www.ironwoodpharma.com
or www.twitter.com/ironwoodpharma;
information that may be important to investors will be routinely posted
in both these locations.
Forward-Looking Statements
This press release contains forward-looking statements. Investors are
cautioned not to place undue reliance on these forward-looking
statements, including statements about the benefits of a potential
separation, including with respect to Ironwood's and R&D Co.'s
competitive position and enhanced operational, commercial and scientific
effectiveness; the structure, including the division of assets among
Ironwood and R&D Co., and impact of a separation; the monetization of
drug candidates; the commercial potential, prevalence, and the growth
in, and potential demand for, linaclotide, lesinurad and other product
candidates (and the drivers, timing and impact thereof), for each of
Ironwood and R&D Co., as applicable; and Ironwood's and R&D Co.'s
financial performance and results and expectations related thereto
(including the drivers and timing thereof). 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 those related to
the possibility that we may not complete the separation on the terms or
timeline currently contemplated if at all, achieve the expected benefits
of a separation, and that a separation could harm our business, results
of operations and financial condition; the risk that the transaction
might not be tax-free; the risk that we may be unable to make, on a
timely or cost-effective basis, the changes necessary to operate as
independent companies; R&D Co.'s lack of independent operating history
and the risk that its accounting and other management systems may not be
prepared to meet the financial reporting and other requirements of
operating as an independent public company; the risk that a separation
may adversely impact our ability to attract or retain key personnel; the
effectiveness of development and commercialization efforts by us and our
partners; preclinical and clinical development, manufacturing and
formulation development; the risk that findings from our completed
nonclinical and clinical studies may not be replicated in later studies;
efficacy, safety and tolerability of linaclotide, lesinurad and our
product candidates; decisions by regulatory and judicial authorities;
the risk that we are unable to successfully commercialize lesinurad or
realize the anticipated benefits of the lesinurad transaction; the risk
that we may never get sufficient patent protection for linaclotide,
lesinurad and our product candidates or that we are not able to
successfully protect such patents; the outcomes in legal proceedings to
protect or enforce the patents relating to our products and product
candidates, including ANDA litigation; developments in the intellectual
property landscape; challenges from and rights of competitors or
potential competitors; the risk that our planned investments do not have
the anticipated effect on our company revenues, linaclotide, lesinurad
or our product candidates; the risk that we are unable to manage our
operating expenses or cash use for operations, or are unable to
commercialize our products, within the guided ranges or otherwise as
expected; and the risks listed under the heading "Risk Factors" and
elsewhere in Ironwood's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2018, and in our 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.
Additional Information
On May 2, 2018, Ironwood filed a definitive proxy statement and WHITE
proxy card with the U.S. Securities and Exchange Commission (the "SEC")
in connection with the company's 2018 Annual Meeting of Shareholders.
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ SUCH DEFINITIVE PROXY
STATEMENT AND ACCOMPANYING WHITE PROXY CARD AS THEY CONTAIN IMPORTANT
INFORMATION. Shareholders are able to obtain the proxy statement, any
amendments or supplements to the proxy statement and other documents
filed by the company with the SEC for no charge at the SEC's website at www.sec.gov.
Copies are also available at no charge at the company's website at www.ironwoodpharma.com.
If you have any questions regarding this information or the proxy
materials, please contact MacKenzie Partners, Inc., our proxy solicitor
assisting us in connection with the annual meeting, toll-free at
(800) 322-2885 or at (212) 929-5500 or via email to proxy@mackenziepartners.com.
Any trademarks referred to in this press release are the property of
their respective owners.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180514005427/en/
Investors:
Meredith Kaya, 617-374-5082
Vice President,
Investor Relations and Corporate Communications
mkaya@ironwoodpharma.com
or
Media:
Andi
Rose / Mahmoud Siddig
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Source: Ironwood Pharmaceuticals, Inc.
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