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Ironwood Pharmaceuticals Announces Exercise Of Underwriters’ Option In Public Offering Of Common Stock

Ironwood Pharmaceuticals, Inc. (NASDAQ: IRWD) today announced that the underwriters of its previously announced public offering of Class A common stock have exercised their option to purchase an additional 2,058,825 shares at a public offering price of $12.75 per share. As a result, Ironwood will issue a total of 15,784,325 shares in the offering and will receive aggregate net proceeds, after underwriting discounts and commissions and other estimated offering expenses, of approximately $190.4 million. The offering is expected to close on February 14, 2014, subject to the satisfaction of customary closing conditions.

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.

The final 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 final 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. 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.

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