– Board Urges Shareholders to Vote “FOR” all Three of Ironwood’s
Highly Qualified Director Nominees on the WHITE Proxy Card TODAY –
CAMBRIDGE, Mass.--(BUSINESS WIRE)--May 9, 2018--
Pharmaceuticals, Inc.(NASDAQ: IRWD), a commercial biotech company,
today announced that it filed an investor presentation with the
Securities and Exchange Commission in connection with the company’s
Annual Meeting of Shareholders scheduled for May 31, 2018.
The presentation and other materials regarding the Board’s
recommendation for the 2018 Annual Meeting can be found at www.ironwoodannualmeeting.com.
Highlights of the Company’s presentation include:
Ironwood’s Board and management team are transforming the business
and taking action designed to unlock shareholder value, including
through the recently announced intent to separate its soluble guanylate
cyclase (sGC) business from the commercial and gastrointestinal (GI)
business into two independent, publicly traded companies:
The decision to separate the two businesses is the result of a
comprehensive strategic review that began in the fall of 2017 focused
on opportunities to best develop Ironwood’s strong commercial platform
and rich drug discovery and development assets.
The Board and management team unanimously determined that a separation
of these businesses presents the best way to drive operating
performance, accelerate growth and unlock value.
The separation is expected to result in two focused and durable
businesses with strong prospects for long-term growth and value
The companies are expected to be led by separate and distinct
management teams that are focused on each business’s unique strategic
priorities, target markets, capital allocation strategies and
corporate development opportunities.
Ironwood has the right Board with the right experience to execute the
company’s strategy as we drive toward a smooth and efficient separation
of the two businesses:
Ironwood has a proactive, regularly refreshed and accountable Board,
with six new independent directors added since 2013 and an average
tenure of six years for Ironwood’s independent directors.
Ironwood’s directors have significant expertise in areas essential to
the company’s success, including strategic transactions (such as
business separations), capital allocation and finance, customer and
market insights and senior leadership in small entrepreneurial
companies and large pharmaceutical organizations.
The Board oversees and is accountable for corporate strategy and
capital allocation, including a full annual strategic review.
The Board undergoes a rigorous annual self-evaluation process to
assess the performance and effectiveness of the Board as it makes
decisions to drive value creation.
The Board has provisions in place to align with shareholder interests,
including a director compensation philosophy that emphasizes equity
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.
The Ironwood Board of Directors unanimously recommends that
shareholders vote on the WHITE proxy
card “FOR” ALL of its nominees.
PROTECT THE VALUE OF YOUR INVESTMENT IN IRONWOOD:
VOTE THE WHITE PROXY CARD TODAY
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 email@example.com.
Remember, please discard any gold proxy card you get from Sarissa.
The Ironwood Board does not endorse adding Alex Denner to the Board and
urges shareholders to discard any gold proxy card you may receive from
About Ironwood Pharmaceuticals
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
information that may be important to investors will be routinely posted
in both these locations.
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, attractiveness to
investors and enhanced operational, commercial and scientific
effectiveness; the timing, leadership, structure, including the division
of assets among Ironwood and R&D Co., prospects for long-term growth and
value creation for each of Ironwood and R&D Co. and the impact of a
separation; capital allocation; the strategy, including the intended
development and commercialization plans for each of Ironwood and R&D
Co., and potential corporate development opportunities; Ironwood’s and
R&D Co.’s financial performance and results, and guidance and
expectations related thereto (including the drivers and timing thereof);
and expectations related to revenue, cash flow and profitability growth.
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.
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 be 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 firstname.lastname@example.org.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180509005584/en/
Source: Ironwood Pharmaceuticals, Inc.
Ironwood Pharmaceuticals, Inc.
Vice President, Investor Relations and Corporate
Frank, Wilkinson Brimmer Katcher
Andi Rose / Mahmoud Siddig