Sec Form 13D Filing - IRONWOOD PHARMACEUTICALS INC (IRWD) filing for VectivBio Holding AGVectivBio Holding AG - 2023-07-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

VectivBio Holding AG

(Name of Issuer)

Ordinary Shares, nominal value of CHF 0.05 per share

(Title of Class of Securities)

H9060V101

(CUSIP Number)

John Minardo

Ironwood Pharmaceuticals, Inc.

Senior Vice President, Chief Legal Officer and Secretary

100 Summer Street, Suite

2300, Boston, MA 02110

(617) 621-7722

Copy to:

Charles K. Ruck, Esq.

Daniel E. Rees, Esq.

Andrew Clark, Esq.

Ian Nussbaum, Esq.

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

(212) 906-1200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 29, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: H9060V101

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This statement on Schedule 13D (“Schedule 13D”) relates to the ordinary shares, nominal value of CHF 0.05 per share (the “Shares”), of VectivBio Holding AG, a corporation limited by shares organized under the laws of Switzerland (the “Issuer”). The Issuer’s principal executive office is located at Aeschenvorstadt 36, 4051 Basel, Switzerland.

The name of each director and executive officer of the Reporting Person is set forth on Attachment A to this Schedule 13D.

The residence or business address of each director and executive officer of the Reporting Person is set forth on Attachment A to this Schedule 13D.

The source of funds for the acquisition of the Issuer were obtained from cash of the Issuer, cash on hand, and $400 million borrowed pursuant to a credit agreement by and among the Reporting Person, Wells Fargo Bank, N.A., as administrative agent, collateral agent, a letter of credit issuer and a lender, and the other agents, lenders and letter of credit issuers parties thereto (the “Credit Agreement”).

The description of the Credit Agreement in this Item 3 of the Schedule 13D is a summary only and is qualified in its entirety by the actual terms of the Credit Agreement, which is incorporated herein by reference. See Item 7 “Material to be Filed as Exhibits.”

Transaction Agreement and Offer

The Reporting Person acquired the securities reported herein pursuant to a cash tender offer (the “Offer”) to acquire all of the outstanding Shares of the Issuer at a price per share equal to $17.00 (the “Offer Price”), net to the seller in cash, without interest and subject to any applicable withholding taxes, pursuant to that certain Transaction Agreement (the “Transaction Agreement”), dated May 21, 2023, by and between the Reporting Person and the Issuer. The aggregate consideration paid by the Reporting Person to acquire the Shares accepted for payment (including Shares underlying equity awards of the Issuer) was approximately $1.15 billion.

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The Reporting Person intends that, in accordance with the laws of Switzerland and a merger agreement expected to be entered into between Ironwood Pharmaceuticals GmbH, a limited liability company organized under the laws of Switzerland and a subsidiary of the Reporting Person (“Merger Sub”), and the Issuer, Merger Sub and the Issuer will consummate a statutory squeeze-out merger pursuant to which the Issuer will be merged with Merger Sub, and Merger Sub will continue as the surviving entity (the “Merger”). At the effective time of the Merger, each Share (other than Shares held by the Issuer or any of its subsidiaries immediately prior to the consummation of the Offer (the “Acceptance Time”) that was not validly tendered and accepted pursuant to the Offer or acquired by the Reporting Person after the Acceptance Time will thereupon be cancelled and converted into the right to receive the Offer Price. Following the completion of the Merger, the Reporting Person shall acquire all outstanding Shares and the Issuer shall become a wholly-owned subsidiary of the Reporting Person.

To the extent permitted under applicable law and stock exchange regulations, the Reporting Person intends to delist the Shares from Nasdaq and provided that the criteria for deregistration are met, the Reporting Person intends to cause the Issuer to make a filing with the Securities and Exchange Commission requesting that its reporting obligations under the Securities Exchange Act of 1934, as amended, be terminated.

Immediately following the Acceptance Time, the then current directors of the Issuer were replaced with those Ironwood appointed directors as approved by the VectivBio shareholders at an extraordinary general meeting of shareholders held on June 26, 2023. Promptly following the Acceptance Time, the Issuer amended its Articles of Association as approved by the VectivBio shareholders at an extraordinary general meeting of shareholders held on June 26, 2023.

Tender and Support Agreement

On May 21, 2023, in connection with the Transaction Agreement, the Reporting Person entered into a Tender and Support Agreement (the “Support Agreement”) with certain of the Issuer’s shareholders, executive officers and each of the members of the Issuer’s Board of Directors (together, the “Supporting Shareholders”), pursuant to which each Supporting Shareholder agreed, among other things, to tender their Shares in the Offer. The Support Agreement automatically terminated by its terms at the Acceptance Time.

The descriptions of the Transaction Agreement and the Support Agreement in this Item 4 of the Schedule 13D are summaries only and are qualified in their entireties by the actual terms of each such agreement, which are incorporated herein by reference. See Item 7 “Material to be Filed as Exhibits.”

Item 3 and 4 above summarize certain provisions of the Credit Agreement, Transaction Agreement and Support Agreement, and are incorporated herein by reference. A copy of each of these agreements is filed as an exhibit to this Schedule 13D and each is incorporated herein by reference.

Except as set forth herein, neither the Reporting Persons nor any person listed on Attachment A has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Attachment A

The name, business address, title, and present principal occupation or employment of each of the directors and executive officers of Ironwood Pharmaceuticals, Inc. are set forth below.

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