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, 617-621-8304Corporate Communicationssbrady@ironwoodpharma.com
Source: Ironwood Pharmaceuticals, Inc.
LONDON, ONTARIO--(Marketwire - Feb. 9, 2012) - Trueclaim Exploration Inc. (TSX VENTURE:TRM)(OTCQX: TRMNF)(the "Company"), an explorer and developer of precious and base metals projects, is pleased to announce that it has signed an agreement with Northern Skye Resources Inc. ("Northern Skye") whereby Northern Skye assumes all obligations and payments under the following mineral property options (the "Optioned Properties") held by the Company:
a. "Berry-Desboues Option Agreement" announced by the Company on August 17,
2011;
b. "Boston-McElroy Option Agreement" announced by the Company on September
7, 2011;
c. "Cook-Guibord Option Agreement" announced by the Company on September 7,
2011;
d. "Hebecourt Option Agreement" announced by the Company on August 17,
2011;
e. "Linear Option Agreement" announced by the Company on June 16, 2011.
As consideration for assigning the Option Agreements to Northern Skye, Northern Skye agrees:
i. to issue to the Company three million (3,000,000) common shares in the
capital of Northern Skye;
ii. to pay in cash such amounts representing the actual cash expenditures
already paid by the Company in respect of the acquisition of its option
rights in and to each of the Optioned Properties
iii.the Company retains a ten percent (10%) carried working interest (the
"Retained Interest") in each of the Optioned Properties
iv. Northern Skye shall have the right, but not the obligation, to purchase
at any time and from time-to-time in increments of not less than one
percent (1%) up to the entire Retained Interest in any or all of the
Optioned Properties for consideration of one million dollars
($1,000,000) per one percent (1%) interest.
The transaction is subject to acceptance by the TSX Venture Exchange.
We seek safe harbour.
John Carter, President
This news release contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward-looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statements regarding an outlook. Such statements include, among others, those concerning the Option Agreements and the assignment agreement. All statements in this news release, other than statements of historical facts, which address future production, reserve potential, exploration activities, financing plans, objectives or goals, and events or developments that the Company expects, are forward-looking statements. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, management's expectations regarding its ability to complete its exploration and development work as expected. Actual results could differ materially due to a number of factors, including, without limitation, operational risks in the completion of the Company's continued development work, technical, safety or regulatory issues, market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company's securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Actual results or developments may differ materially from those projected in the forward-looking statements. Such risks include expectations that may be raised by discussing potential mine types and by comparing the Company's projects to other projects. Also, in order to proceed with the Company's exploration and acquisition plans, additional funding is necessary and, depending on market conditions, this funding may not be forthcoming on a schedule or on terms that facilitate the Company's plans. Forward-looking information and statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise this forward-looking information and statements except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Trueclaim Exploration Inc.
John Carter
President
519-913-8008
Fax: 1-888-686-1405(FAX)
www.trueclaim.ca
Source: Trueclaim Exploration Inc.
LONDON, ONTARIO -- (MARKET WIRE) -- 02/09/12 -- Trueclaim Exploration Inc. (TSX VENTURE: TRM)(OTCQX: TRMNF)(the "Company"), an explorer and developer of precious and base metals projects, is pleased to announce that it has signed an agreement with Northern Skye Resources Inc. ("Northern Skye") whereby Northern Skye assumes all obligations and payments under the following mineral property options (the "Optioned Properties") held by the Company:
a. "Berry-Desboues Option Agreement" announced by the Company on August 17,
2011;
b. "Boston-McElroy Option Agreement" announced by the Company on September
7, 2011;
c. "Cook-Guibord Option Agreement" announced by the Company on September 7,
2011;
d. "Hebecourt Option Agreement" announced by the Company on August 17,
2011;
e. "Linear Option Agreement" announced by the Company on June 16, 2011.
As consideration for assigning the Option Agreements to Northern Skye, Northern Skye agrees:
i. to issue to the Company three million (3,000,000) common shares in the
capital of Northern Skye;
ii. to pay in cash such amounts representing the actual cash expenditures
already paid by the Company in respect of the acquisition of its option
rights in and to each of the Optioned Properties
iii.the Company retains a ten percent (10%) carried working interest (the
"Retained Interest") in each of the Optioned Properties
iv. Northern Skye shall have the right, but not the obligation, to purchase
at any time and from time-to-time in increments of not less than one
percent (1%) up to the entire Retained Interest in any or all of the
Optioned Properties for consideration of one million dollars
($1,000,000) per one percent (1%) interest.
The transaction is subject to acceptance by the TSX Venture Exchange.
We seek safe harbour.
John Carter, President
This news release contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward-looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statements regarding an outlook. Such statements include, among others, those concerning the Option Agreements and the assignment agreement. All statements in this news release, other than statements of historical facts, which address future production, reserve potential, exploration activities, financing plans, objectives or goals, and events or developments that the Company expects, are forward-looking statements. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, management's expectations regarding its ability to complete its exploration and development work as expected. Actual results could differ materially due to a number of factors, including, without limitation, operational risks in the completion of the Company's continued development work, technical, safety or regulatory issues, market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company's securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Actual results or developments may differ materially from those projected in the forward-looking statements. Such risks include expectations that may be raised by discussing potential mine types and by comparing the Company's projects to other projects. Also, in order to proceed with the Company's exploration and acquisition plans, additional funding is necessary and, depending on market conditions, this funding may not be forthcoming on a schedule or on terms that facilitate the Company's plans. Forward-looking information and statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise this forward-looking information and statements except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Contacts: Trueclaim Exploration Inc. John Carter President 519-913-8008 1-888-686-1405 (FAX) www.trueclaim.ca
Source: Trueclaim Exploration Inc.
LAS VEGAS and SHENZHEN, China, Feb. 9, 2012 /PRNewswire/ -- International Development Management (IDM) and CSST Smart Cities International (CSST), with the support of their Chinese banking partners, announced today the signing of a Memorandum of Understanding providing for the full financing and construction of the 750,000-square-foot, 17,500-seat, $650 million state-of-the-art Silver State Arena in Las Vegas, Nevada.
Construction of the Silver State Arena will now commence in mid-2012 and be completed by mid-2014. IDM and CSST understand that in the world today, cooperation between U.S and Chinese companies is critical to their mutual success. The agreement between affiliates of IDM and CSST will give IDM a strong partner in China, and CSST an excellent foothold from which to grow in the construction sector in the United States.
About International Development Management LLC
IDM is a global property development and finance company specializing in large scale commercial, mixed-use and special-use projects worldwide. More information can be found at www.idmcapital.com
About China Security & Surveillance Technology, Inc.
CSST is one of China's largest and fastest growing building products and services companies which is in the process of a rapid overseas expansion of its activities. CSST is a leading global investor, contractor and operator and a supplier of overall solutions related to intelligent, sustainable development. To learn more about the Company visit www.csst.com.
Media ContactLee Haney702-569-5683 lhaney@idmcapital.com
SOURCE International Development Management LLC
OTTAWA, ONTARIO -- (MARKET WIRE) -- 02/09/12 -- Editors Note: There is a photo associated with this press release.
The Honourable Steven Blaney, Minister of Veterans Affairs, together with Russell Mills, Chair of the National Capital Commission, illuminated an ice sculpture dedicated to members of the Canadian Armed Forces who have served in the former Yugoslavia since 1992 under the auspices of the United Nations. The ceremony took place as part of Winterlude 2012.
"Our Government is proud to honour the Canadian Armed Forces members who served courageously in this region of Europe which has been ravaged by war," said Minister Steven Blaney. "Thousands of brave Canadians, who served in this region, put their lives on the line in the defence of peace, freedom, democracy and the rule of law."
This is the eighth year that Veterans Affairs Canada has partnered with the National Capital Commission to create a commemorative ice sculpture as part of the Winterlude Festival. The sculpture, created with almost two tons of ice, portrays a Canadian soldier with children. The sculpture is surrounded by twenty pillars, representing twenty years of Canadian military participation in the Balkan States as part of a United Nations Protection Force.
"At the NCC, we work to make Canada's Capital Region a place where memories are honoured and where our stories are told," said Russell Mills, Chair of the National Capital Commission. "As part of this year's Winterlude, the NCC is pleased to collaborate, once again, with Veterans Affairs Canada to unveil this unique ice sculpture, in honour of Canadian peacekeepers who have served in the former Yugoslavia since 1992."
This year marks 20 years of Canada's commitment to peacekeeping in the former Yugoslavia as part of United Nations missions. For two decades, Canadian Armed Forces members have continued to serve in this region, making a difference as part of ongoing international peacekeeping efforts. In the 1990s, Canadian soldiers entered a full-fledged war zone, where they placed themselves in harm's way to protect the local population. They found themselves engaged in firefights to accomplish their mission-helping make the region secure.
Among those who have served in the region, two Canadian battalions (1st Battalion Royal 22e Regiment Battle Group and 2nd Battalion Princess Patricia's Canadian Light Infantry Battle Group) were awarded the prestigious Commander-in-Chief Unit Commendation for service of "a rare high standard in extremely hazardous circumstances" for action in Sarajevo and the Medak Pocket.
Canada's efforts have not come without sacrifice. Thousands of Canadian Armed Forces members have left the peace and security of their home to serve in the Balkans. In the process, 23 Canadians lost their lives, while many others returned injured.
For more information about Canada's military service in the Balkan States, visit veterans.gc.ca.
To view the photo associated with this press release, please visit the following link: http://www.marketwire.com/library/20120209-vetaffp1_800.jpg
Contacts: Media Inquiries: Janice Summerby Media Relations Advisor Veterans Affairs Canada 613-992-7468 Codie Taylor Director of Communications Office of the Minister of Veterans Affairs 613-996-4649
Source: Veterans Affairs Canada
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