GI specialist Ironwood Pharmaceuticals Inc. has announced to acquire Swiss VectivBio Holding AG for $17 per share in an all-cash transaction.
VectivBio Holding AG has entered into a acquisition agreement with Ironwood Pharmaceuticals Inc. Ironwood will launch a tender offer to buy VectivBio’s outstanding ordinary shares for $17.00 in cash per share. The transaction is authorised by the boards of directors of both Ironwood and VectivBio, and the transaction agreement was signed on May 21st, 2023.
VectivBio’s lead candidate apraglutide, is a next-generation GLP-2 analogue is being tested in a Phase III trial with an anticipated readout of topline results by the end of this year. According to VectivBio, apraglutide could become the best-in-class GLP-2-based treatment of the rare Short Bowel Syndrome with Intestinal Failure (SBS-IF) , a malabsorptive syndrome that requires continuous I.V. fluid and nutritional delivery and is linked with considerable morbidity and death, economic burden, and a reduced quality of life, with a significant percentage of patients even requiring continuous parenteral care.
Additionally, apraglutide is a potential treatment for acute Graft versus Host Disease (aGVHD) in people who had an allogeneic hemopoetic stem cell transplantation (HSCT). The gastrointestinal tract is one of the most afflicted locations by acute GVHD, and significant symptoms of aGVHD of the gut is predictive for a poor outcome in individuals who have had HSCT.
If approved, Ironwood Pharmaceuticals expects apraglutide to reach $1bn per year in peak net sales. Ironwood anticipates financing the acquisition with cash on hand and monies drawn through a four-year, $500 million revolving credit facility established in conjunction with the deal. The acquisition was financed by Citibank, Citizens Bank, JPMorgan Chase, Royal Bank of Canada, and Wells Fargo.
The transaction is contingent on the tender of shares representing more than 80% of VectivBio’s issued and outstanding shares, among other factors. Orbimed, Forbion, Versant Ventures, and VectivBio’s directors and officers, representing 28.6% of VectivBio’s shareholdings, signed in to tender and support agreements under which such supporting shareholders committed to tender their shares in the tender offer, among other things. Subject to the Offer Conditions, the Transaction is scheduled to conclude in the second half of 2023.