Ironwood Pharmaceuticals Announces Exercise of Underwriters’ Option in Public Offering of Common Stock

  Ironwood Pharmaceuticals Announces Exercise of Underwriters’ Option in
  Public Offering of Common Stock

Business Wire

CAMBRIDGE, Mass. -- February 13, 2014

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.

About Ironwood Pharmaceuticals

Ironwood Pharmaceuticals (NASDAQ: IRWD) is focused on creating medicines that
make a difference for patients, building value to earn the continued support
of our fellow shareholders, and empowering our team to passionately pursue
excellence. We discovered, developed and are commercializing linaclotide,
which is approved in the United States and Europe. Our pipeline priorities
include exploring further opportunities for linaclotide, as well as leveraging
our therapeutic expertise in gastrointestinal disorders and our pharmacologic
expertise in guanylate cyclases to address patient needs across the upper and
lower gastrointestinal tract.Ironwood was founded in 1998 and is
headquartered in Cambridge, Mass.

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 net proceeds of the offering. 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 offering. Applicable risks also
include those that are included in Ironwood’s Annual Report on Form 10-K for
the year ended December 31, 2013 and the final prospectus supplement related
to the offering, each filed with the SEC, 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. 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.

Contact:

Ironwood Pharmaceuticals, Inc.
Media Relations
Trista Morrison, 617-374-5095
Associate Director, Corporate Communications
tmorrison@ironwoodpharma.com
or
Investor Relations
Meredith Kaya, 617-374-5082
Director, Investor Relations
mkaya@ironwoodpharma.com
 
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