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Ironwood Pharmaceuticals Prices Public Offering Of Common Stock

Ironwood Pharmaceuticals, Inc. (NASDAQ:IRWD) today announced the pricing of an underwritten public offering of 13,725,500 shares of its Class A common stock at a price of $12.75 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 $175 million, before deducting underwriting discounts and commissions, and other estimated offering expenses payable by Ironwood. The offering is expected to close on February 14, 2014, subject to the satisfaction of customary closing conditions.

Ironwood intends to use the net proceeds from this offering to support the commercialization of LINZESS® (linaclotide) in the U.S. and to fund linaclotide and other development opportunities to advance its strategy to grow a leading gastrointestinal company, in addition to general corporate purposes.

J.P. Morgan and BofA Merrill Lynch are acting as joint bookrunning managers and as representatives of the underwriters for the offering. Morgan Stanley is acting as bookrunning manager for the offering. Ladenburg Thalmann & Co. Inc. and Mizuho Securities are acting as co-managers for the offering. Ironwood has granted the underwriters a 30-day option to purchase up to an additional 2,058,825 shares in connection with the offering.

A preliminary prospectus supplement related to the offering has been filed with the Securities and Exchange Commission (SEC) and is 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, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 (telephone number: 866-803-9204) or from BofA Merrill Lynch, 222 Broadway, New York, New York 10038, 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. The 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.

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