SEC Filing – VectivBio AG

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SC14D9C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

VectivBio Holding AG

(Name of Subject Company)

VectivBio Holding AG

(Name of Person Filing Statement)

Ordinary Shares, nominal value of CHF 0.05 per share

(Title of Class of Securities)

H9060V101

(CUSIP Number of Class of Securities)

Luca Santarelli, M.D.

Chief Executive Officer

Aeschenvorstadt 36

4051 Basel

Switzerland

+41 615513030

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

Michal Berkner

Brandon Fenn

Cooley (UK) LLP

22 Bishopsgate

London, EC2N 4BQ

United Kingdom

+44 (0) 20 7556 4321

☒	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9 filing consists of certain communications relating to the proposed acquisition of VectivBio Holding AG, a corporation limited by shares organized under the laws of Switzerland (“VectivBio” or the “Company”), by Ironwood Pharmaceuticals, Inc., a Delaware corporation (“Ironwood”), pursuant to the terms and subject to the conditions of a Transaction Agreement, dated as of May 21, 2023 (the “Agreement”), by and among the Company, Ironwood and Ironwood Pharmaceuticals GmbH, a limited liability company organized under the laws of Switzerland and a subsidiary of Ironwood (“Purchaser”). Pursuant to the Agreement, upon the terms and subject to the conditions thereof, Ironwood will commence a cash tender offer (the “Tender Offer”), to purchase all of the outstanding registered ordinary shares of the Company, nominal value of CHF 0.05 per share (the “Shares”), at a price per Share of $17.00 net, subject to deduction for any applicable withholding taxes. The Tender Offer is conditioned upon, among other things, the tender of shares representing more than 80% of VectivBio’s issued and outstanding shares and other customary conditions. Assuming the successful consummation of the Tender Offer and Ironwood holding at least 90% of the outstanding shares of VectivBio, Ironwood expects to acquire any shares of VectivBio not tendered into the Tender Offer through a merger of VectivBio with and into a subsidiary of Ironwood for the same per share consideration as will be payable in the Tender Offer.

This Schedule 14D-9 filing consists of the following communications relating to the proposed Tender Offer:

(i)

Letter from Luca Santarelli, the Chief Executive Officer of the Company, to employees, first used on May 22, 2023.

(ii)

Townhall Presentation, first used on May 22, 2023.

(iii)

Email from Omar Khwaja, the Chief Medical Officer of the Company, to advocacy and professional groups, first used on May 22, 2023.

(iv)

Email from Scott Applebaum, the Chief Legal Officer of the Company, to partners, first used on May 22, 2023.

(v)

Email from Patrick Malloy, the SVP, Investor Relations of the Company, to investor community, first used on May 22, 2023.

(vi)

Email from Omar Khwaja, the Chief Medical Officer of the Company, to study investigators, first used on May 22, 2023.

(vii)

Email from Claudia D’Augusta, the Chief Financial Officer of the Company, to vendors, first used on May 22, 2023.

(viii)

Social Media Posts of the Company, dated May 22, 2023.

Additional Information about the Tender Offer and Where to Find It

The tender offer for the outstanding registered ordinary shares of VectivBio Holding AG (“VectivBio”) (the “Tender Offer”) has not yet been commenced. This filing does not constitute a recommendation, an offer to purchase or a solicitation of an offer to sell VectivBio securities. At the time the Tender Offer is commenced, Ironwood Pharmaceuticals, Inc. (“Ironwood”) will file a Tender Offer Statement on Schedule TO (including an Offer to Purchase) with the Securities and Exchange Commission (the “SEC”) and thereafter, VectivBio will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, in each case, with respect to the Tender Offer. The solicitation and the offer by Ironwood to purchase ordinary shares of VectivBio will only be made pursuant to such Offer to Purchase and related materials. Once filed, investors and security holders are urged to read these materials (including the Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents, as each may be amended or supplemented from time to time) carefully since they will contain important information that VectivBio’s investors and security holders should consider before making any decision regarding tendering their ordinary shares, including the terms and conditions of the Tender Offer. The Tender Offer Statement, Offer to Purchase, Solicitation/Recommendation Statement and related materials will be filed with the SEC, and VectivBio’s investors and security holders may obtain a free copy of these materials (when available) and other documents filed by Ironwood and VectivBio with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the Tender Offer Statement and other documents that Ironwood and VectivBio file with the SEC will be made available to all investors and security holders of VectivBio free of charge from the information agent for the Tender Offer. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by VectivBio under the “Investors & Media” section of VectivBio’s website at https://vectivbio.com.

Forward-Looking Statements

To the extent that statements contained in this filing are not statements of historical facts, they may be deemed to be forward-looking statements. In some cases, such forward-looking statements can be identified by terms such as “believes,” “plans,” “anticipates,” “continue,” “potential,” “seek,” “goal,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Such forward-looking statements are based on management’s current expectations, beliefs, estimates, projections and assumptions. As such, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties that are difficult to predict. As a result, a number of important factors could cause actual results to differ materially from those indicated by such forward-looking statements, including: the risk that the proposed acquisition of VectivBio Holding AG (“VectivBio”) by Ironwood Pharmaceuticals, Inc. (“Ironwood”) may not be completed; the possibility that competing offers or acquisition proposals for VectivBio will be made; the delay or failure of the tender offer conditions to be satisfied (or waived), including insufficient ordinary shares of VectivBio being tendered in the tender offer; the failure (or delay) to receive the required regulatory approvals of the proposed acquisition; the possibility that prior to the completion of the transactions contemplated by the acquisition agreement, Ironwood’s or VectivBio’s business may experience significant disruptions due to transaction-related uncertainty; the effects of disruption from the transactions of VectivBio’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, manufacturers, suppliers, vendors, business partners and distribution channels to patients; the occurrence of any event, change or other circumstance that could give rise to the termination of the acquisition agreement; the risk that shareholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; the failure of the closing conditions set forth in the acquisition agreement to be satisfied (or waived); the possibility that VectivBio’s clinical trials may not demonstrate acceptable safety and efficacy of VectivBio’s product candidates; the possibility that VectivBio’s expectations may not be met as to the timing, progress and/or results of clinical trials of its product candidates or its research and development programs; the possibility that VectivBio’s expectations may not be met as to the timing, scope and/or likelihood of regulatory filings and approvals; the possibility that VectivBio may not obtain marketing approvals of its product candidates and/or meet existing or future regulatory standards or comply with post-approval requirements; the possibility that VectivBio’s expectations may not be met as to its ability to fund its operating expenses and/or capital expenditure requirements with its cash and cash equivalents; the possibility that VectivBio’s expectations may not be met as to future milestone or royalty payments to or from VectivBio’s licensing partners or other third-parties, and the timing of such payments; the possibility that VectivBio’s expectations may not be met as to the potential market size and/or the size of the patient populations for its product candidates, if approved for commercial use; the possibility that VectivBio’s expectations may not be met as to the potential advantages of apraglutide over existing therapies for short bowel syndrome with intestinal failure and/or the potential uses of apraglutide to treat other indications; the possibility that VectivBio’s expectations may not be met as to the developments and/or projections relating to its competitors or its industry, including competing therapies; the possibility that VectivBio may not be able to enter into new collaborations; the possibility that VectivBio’s expectations may not be met as to its ability to develop additional product candidates or leverage its current product candidates for other indications, and/or its ability to identify additional products, product candidates or technologies with significant commercial potential that are consistent with its commercial objectives; the possibility that VectivBio’s expectations may not be met as to its ability to develop, acquire and/or advance additional product candidates into, and successfully complete, clinical trials; the possibility that the commercialization and market acceptance of its product candidates may not occur; the sufficiency of VectivBio’s marketing and manufacturing capabilities or those of the third parties with which it contracts; VectivBio’s ability to operate its business without infringing the intellectual property rights and/or proprietary technology of third parties; the possibility that the anticipated scope of protection VectivBio is able to establish and maintain for intellectual property rights covering its product candidates may not materialize; the possibility that VectivBio’s estimates of its expenses, future revenue, capital requirements and/or its needs for or ability to obtain additional capital may not be accurate; the possibility of adverse regulatory development in the United States, Europe and other jurisdictions; the possibility that VectivBio’s expectations may not be met as to its ability to effectively manage its anticipated growth; the possibility that VectivBio’s expectations may not be met as to its ability to attract and retain qualified employees and key personnel; and a variety of other risks set forth from time to time in Ironwood’s or VectivBio’s filings with the SEC, including but not limited to the risks discussed in Ironwood’s Annual Report on Form 10-K for the year ended December 31, 2022 and in other filings with the SEC and the risks discussed in VectivBio’s Annual Report on Form 20-F for the year ended December 31, 2022 and in its other filings with the SEC. The reader is cautioned not to unduly rely on these forward-looking statements. Ironwood and VectivBio expressly disclaim any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

Exhibit Index


Exhibit No.		Description

99.1		Letter from Luca Santarelli, the Chief Executive Officer of the Company, to employees, first used on May 22, 2023.

99.2		Townhall Presentation, first used on May 22, 2023.

99.3		Email from Omar Khwaja, the Chief Medical Officer of the Company, to advocacy and professional groups, first used on May 22, 2023.

99.4		Email from Scott Applebaum, the Chief Legal Officer of the Company, to partners, first used on May 22, 2023.

99.5		Email from Patrick Malloy, the SVP, Investor Relations of the Company, to investor community, first used on May 22, 2023.

99.6		Email from Omar Khwaja, the Chief Medical Officer of the Company, to study investigators, first used on May 22, 2023.

99.7		Email from Claudia D’Augusta, the Chief Financial Officer of the Company, to vendors, first used on May 22, 2023.

99.8		Social Media Posts of the Company, dated May 22, 2023.

SIGNATURE

After due 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.


VECTIVBIO HOLDING AG

By:		/s/ Luca Santarelli
Name:		Luca Santarelli
Title:		Chief Executive Officer

Dated: May 22, 2023

EX-99.1

Exhibit 99.1

LOGO

Basel, May 22, 2023

To all employees of VectivBio AG

Dear Colleagues,

I am pleased to announce that we have entered into an agreement with Ironwood Pharmaceuticals under which Ironwood will acquire the VectivBio group. We are targeting mid-year for the transaction’s closing, subject to regulatory approvals and other customary closing conditions. Until then, VectivBio will continue to operate as an independent company. You can read our joint press release here.

I am exceptionally proud of our work over the past several years to build VectivBio and advance our medicines in short bowel syndrome, acute graft versus host disease, and rare inherited metabolic conditions. Today’s outcome represents an important validation of our accomplishments as a company and is a testament to your professionalism, ingenuity, and unwavering patient focus. While I am fully confident in our ability to transform VectivBio into a commercial organization, Ironwood’s existing R&D and commercial capabilities, combined with an established track record in GI, further enhance our goal to bring apraglutide to as many patients as possible. For this reason, I believe this transaction represents the best outcome for our patients and stakeholders.

We understand that this may come as a surprise to many of you, and you will have questions. We have scheduled several meetings today and over the next week to provide more information and clarity. Please join us for an all-company meeting at 8:00 am EDT / 2:00 pm CET today. You will receive an Outlook invitation with details shortly. We will also set up a new SharePoint site to house FAQs and other resources as they are available.

As with most transactions of this nature, it will take time to address some of the open questions you may have. That said, we are committed to providing you with up-to-date information as it becomes available. In the meantime, if you have any questions, please send them to qna@vectivbio.com.

In the coming months before the acquisition is complete is a critically important time for our company, and it is essential that we speak with one voice to our external partners, investigators, and patients as we continue to execute our plans to develop and bring to market our medicines. We will provide you with communication materials to use with key stakeholders such as investigators and service providers. If you receive any calls or requests from the media or other interested parties, please do not respond and direct all inquiries to Patrick Malloy, SVP Investor Relations & Corporate Communications. In addition, please do not discuss or comment on the transaction on social media.

Thank you for your continued commitment to VectivBio, the critical work we are doing, and the patients we serve.

Sincerely,

Luca

***

Additional Information about the Tender Offer Transactions and Where to Find It

LOGO

tender offer. Once filed, investors will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of VectivBio Holding AG on Schedule 14D-9 and related materials with respect to the tender offer and the transaction, free of charge at the website of the SEC at www.sec.gov or from the information agent and dealer manager named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by VectivBio Holding AG under the “Investors” section of VectivBio Holding AG’s website at https://vectivbio.com/. Investors are advised to read these documents when they become available, including the Solicitation/Recommendation Statement of VectivBio Holding AG and any amendments thereto, as well as any other documents relating to the tender offer and the transaction that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.

Forward-Looking Statements

Certain statements either contained in or incorporated by reference into this document, other than purely historical information, including statements relating to the sale of VectivBio Holding AG and any statements relating to VectivBio Holding AG’s business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Such forward-looking statements include those relating to the ability to complete and the timing of completion of the transactions contemplated by the Transaction Agreement dated as of May 21, 2023 by and among VectivBio Holding AG and Ironwood Pharmaceuticals, Inc. (the “Transaction Agreement”) including the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the Transaction Agreement and the possibility of any termination of the Transaction Agreement. The forward-looking statements contained in this document are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the timing of the tender offer and the transaction; uncertainties as to how many of VectivBio Holding AG’s shareholders will tender their common shares in the tender offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the offer or the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the offer or the transaction; the effects of disruption from the transactions of VectivBio Holding AG’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees and business partners; and other uncertainties pertaining to the business of VectivBio Holding AG, including those detailed in VectivBio Holding AG’s public filings with the Securities and Exchange Commission from time to time, including VectivBio Holding AG’s most recent Annual Report on Form 20-F for the year ended December 31, 2022. The reader is cautioned not to unduly rely on these forward-looking statements. VectivBio Holding AG expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.

LOGO

EX-99.2

Townhall Luca Santarelli May 2023 Exhibit 99.2

Ironwood and VectivBio Announcement Timelines Communication Guidelines Questions Outline

*Indicated for the treatment of irritable bowel syndrome and chronic idiopathic constipation Proud of our work over the past several years building VectivBio and advancing our medicines Today’s outcome represents an important validation of our accomplishments as a company Ironwood became interested in VectivBio as a result of its recognition that apraglutide has a best-in-class profile and blockbuster potential Advancing the treatment of GI diseases and redefining the standard of care for GI patients One of the few biopharmaceutical companies that has discovered, developed, and now commercializes a blockbuster drug, LINZESS® (linaclotide)* Extensive gastroenterologist network can harness the full medical impact of apraglutide and maximize its commercial potential VectivBio and Ironwood Pharmaceuticals Ironwood’s existing R&D, commercial capabilities and financial resources, combined with an established track record in GI, can further enhance our goal to bring apraglutide to as many patients as possible

Founded 1998 Located in Boston, Massachusetts Ironwood Pharmaceuticals: (NASDAQ: IRWD) - At a Glance Launched LINZESS in 2012, today’s #1 prescribed branded treatment in the U.S. for adults with IBS-C or CIC Initiated guanylate cyclase program which led to discovery of LINZESS (linaclotide) in 2002 IPO in 2010 Completed spin-off of sGC business into Cyclerion Therapeutics (CYCN) in 2019 Achieved blockbuster status for LINZESS in 2022, having reached over 4.5 million adults with IBS-C or CIC Approximately 200 employees, split evenly between Boston’s headquarters and in the field

We will remain an independent company and operate that way until the deal closes It is imperative that we continue to deliver on our commitment to patients and the communities we serve You will continue to be critical for the future success of apraglutide, and Ironwood acknowledges it We have to keep focused on the critical work ahead of us What Next? Apraglutide is a Potential Best-in-Class GLP-2 for SBS-IF $1B Peak Net Sales Potential

VectivBio and Ironwood have entered into an agreement under which Ironwood will acquire VectivBio Holding AG We are targeting mid-year to close the transaction, subject to regulatory approvals and other customary closing conditions We will operate as an independent business until closing We are entering an integration period between now and closing during which many decisions will be finalized An integration team will be announced shortly, including members from Ironwood and VectivBio We are committed to providing a regular cadence of communications between today’s announcement and the closing of the transaction Today’s Announcement

VectivBio continues to operate independently between now and closing of the transaction Timelines We are committed to providing you with up-to-date information as it becomes available and will establish a regular cadence of ongoing communications May 22nd Employee announcement and initial town hall Communication with key external stakeholders including investigators and vendors Departmental meetings and individual meetings (to be continued over the next days) Week of May 22nd Regular Leadership engagement, Q&A sessions Week of May 29th Town Hall, including members from Ironwood [TBD] May 22nd Announcement of definitive agreement Mid 2023 Close of transaction Integration planning period between signing and close

Social Media General Communication Consult with your Executive Team Member or refer to provided reference materials Resources are available for external stakeholders including investigators and partners/vendors External Inquiries Communications with Ironwood Should you receive any calls or requests from the media or other interested parties, please do not respond or provide any commentary Direct all inquiries to Patrick Malloy, SVP Investor Relations & Corporate Communication Due to the sensitive nature of this transaction, we request that you only share information related to the transaction, if you wish to do so, that is posted directly by VectivBio You should refrain from adding any additional commentary to your post You should not have discussions with Ironwood outside of the formal integration planning process You may not share any information with Ironwood unless the request has come from the integration team and has been approved by a VEC member Communications Guidance

Questions and Resources Questions can be addressed to qna@vectivbio.com Resources will be posted to SharePoint as they become available

Q&A Graphic Questions? Answers.

Back-up

VectivBio AG and VectivBio US Inc. are not directly affected by the transaction and will continue to exist as subsidiaries of VectivBio Holding AG; operations will continue as-is through close Your fully executed contracts remain in full force and effect Any contractually agreed benefits will continue to apply Any outstanding equity instruments (RSPAs, RSUs, stock options) will vest in full upon closing of the Tender Offer More information will be shared throughout the coming days and weeks Employment-Related Matters Prior to Close

What can VectivBio employees expect between now and the close of the deal? It is important that the VectivBio team continues to operate our business as an independent company until the deal closes. Additional details will be made available as soon as they are available. How will this acquisition impact any current clinical studies? There should not be an impact to the continued execution of any of our ongoing clinical trials. It is imperative that that we continue to execute our studies flawlessly. We will operate as business as usual between now and closing. How will this acquisition impact any of our relationships with existing partners and vendors? We have a robust communication plan to reach out to each of our investigators, clinical research sites and vendor/partners. We are also planning a communication to all participants in our trials. We foresee no changes to any of our existing external relationship through the close of this transaction. Can I reach out to my connections at Ironwood to discuss the transaction and how we will work together? No. Until the transaction closes, there are very clear restrictions about information that can be shared between VectivBio employees and Ironwood employees, and you should not have discussions with Ironwood outside of the formal integration planning process through approved integration planning team. Once the transaction closes, we will provide additional guidance about what types of information can be shared. Initial Q&A

EX-99.3

Exhibit 99.3

From: ***@vectivbio.com>

Sent: Monday, May 22, 2023

To: ***@***

Subject: VectivBio AG Announces Proposed Acquisition by Ironwood Pharmaceuticals

Dear VectivBio Partner,

VectivBio is focused on delivering innovative treatments for severe rare conditions with high unmet medical needs, and we’re grateful for the opportunity to work with you to support the SBS-IF community

As you are a valued and trusted partner of VectivBio, we are providing you with an important update on our company. Today, we have announced that we entered into a definitive agreement for Ironwood Pharmaceuticals to acquire VectivBio for $17.00 per share in an all-cash transaction. A press release with transaction information can be found here.

Ironwood’s existing R&D and commercial capabilities, combined with an established track record in GI, further enhance our goal to bring apraglutide to as many patients as possible. For this reason, we believe this transaction represents the best outcome for our patients and stakeholders. The transaction is subject to customary closing conditions, including receipt of regulatory approvals and approval by VectivBio stockholders on certain transaction-related matters.

We are committed to executing a smooth transition between now and the Transaction’s closing date, which is estimated for mid-year. Our partnership with you is unchanged during this period, and your contacts will remain the same. We also remain focused on completing our ongoing clinical studies with the highest focus on the safety and well-being of our study participants and the delivery of high-quality research data. I want to reiterate my thanks to you for our ongoing partnership.

Feel free to share this information with others in your organization, and please get in touch with your VectivBio contact if you have any additional questions.

Sincerely,

Omar Khwaja

Chief Medical Officer

VectivBio AG

***

Additional Information about the Tender Offer Transactions and Where to Find It

The tender offer for the outstanding shares of VectivBio Holding AG has not yet commenced. This communication is for information purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of VectivBio Holding AG. The solicitation and the offer to buy shares of VectivBio Holding AG will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Ironwood Pharmaceuticals, Inc., intends to file with the Securities and Exchange Commission (the “SEC”). In addition, VectivBio Holding AG will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors will be able to obtain the tender statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of VectivBio Holding AG on Schedule 14D-9 and related materials with respect to the tender offer and the transaction, free of charge at the website of the SEC at www.sec.gov or from the information agent and dealer manager named in the tender offer materials. Investors may also obtain, at no charge, the documents filed with or furnished to the SEC by VectivBio Holding AG under the “Investors” section of VectivBio Holding AG’s website at https://vectivbio.com/. Investors are advised to read these documents when they become available, including the Solicitation/Recommendation Statement of VectivBio Holding AG and any amendments thereto, as well as any other documents relating to the tender offer and the transaction that are filed with the SEC, carefully and in their entirety prior to making any decisions with respect to whether to tender their shares into the tender offer because they contain important information, including the terms and conditions of the tender offer.

Forward-Looking Statements

EX-99.4

Exhibit 99.4

The following email was sent to the Company’s Partners & Vendors on May 22, 2023:

From: Scott Applebaum

Sent: Monday, May 22, 2023

To: ***@***

Subject: VectivBio Pharmaceuticals Announces Proposed Acquisition by Ironwood Pharmaceuticals

Dear xxxx,

We are committed to executing a smooth transition. Between now and the closing date, we do not expect operations at VectivBio to change, and we will continue our planned interactions with you. We do not expect changes to your relationship with VectivBio and your contacts will remain the same.

Thank you for your partnership to date. The combination of VectivBio and Ironwood gives us an exciting opportunity to advance our mission to deliver important medicines to patients, and we look forward to continuing our work together.

Regards,

Scott Applebaum

***

Additional Information about the Tender Offer Transactions and Where to Find It

Forward-Looking Statements

EX-99.5

Exhibit 99.5

From: Patrick Malloy

Sent: Monday, May 22, 2023 7:05 AM (ET)

To: Patrick Malloy (patrick.malloy@vectivbio.com)

Subject: VectivBio Announces Proposed Acquisition by Ironwood Pharmaceuticals

Dear Investor Community,

Today we announced that VectivBio AG. (Nasdaq: VECT) and Ironwood Pharmaceuticals (Nasdaq: IRWD) have entered into a definitive agreement for Ironwood to acquire VectivBio for $17.00 per share in an all-cash transaction with an estimated aggregate consideration of approximately $1 billion, net of VectivBio cash and debt (the “Transaction”). The acquisition price represents a premium of 80% relative to the volume-weighted average share price over the previous 90 trading days.

A press release with transaction information can be found here.

Thank you for your continued support towards delivering important medicines to patients.

Sincerely,

Pat

***

Additional Information about the Tender Offer Transactions and Where to Find It

Forward-Looking Statements

EX-99.6

Exhibit 99.6

From: Notices <***@vectivbio.com>

Sent: Monday, May 22, 2023

To: ***@***

Subject: VectivBio AG Announces Proposed Acquisition by Ironwood Pharmaceuticals

Dear xxxx,

VectivBio is focused on delivering innovative treatments for severe rare conditions with high unmet medical needs, and we’re grateful that you have joined us on our journey to date.

We are committed to executing a smooth transition. We don’t expect operations at VectivBio to change between now and the closing date. We do not expect changes to your relationship with VectivBio; your study contacts will remain the same. The conduct of STARS, STARS Nutrition, and STARGAZE continues unchanged. We remain focused on completing the study with the highest focus on the safety and well-being of our study participants and the delivery of high-quality research data. Thank you for our strong partnership with you and your site as we make this transition.

Feel free to share this information with your study teams. See our FAQ below, and please contact your VectivBio study contact if you have any additional questions.

Sincerely,

Omar Khwaja

Chief Medical Officer

VectivBio AG

Investigator Frequently Asked Questions:

Q: Will the study contact(s) for my trial change?

A: No. For the current time, all contacts will remain the same. If these change in the future, we will provide a notification.

Q: May I share any information or documents related to VectivBio clinical trials with Ironwood or their CROs?

A: No documents should be shared with anyone outside of VectivBio or our current designated CRO until further notice, which will occur following the closing of the transaction.

Q: Should I respond to any direct communications from Ironwood about VectivBio or VectivBio’s clinical trials?

A: If you receive any questions or requests from Ironwood, their CROs, or other representatives, do not respond, and please notify VectivBio immediately.

Q: Will the clinical trial agreement between my site and VectivBio be amended or assigned to Ironwood?

A: Not at this time.

Q: Should I maintain my record-keeping and investigational drug retention responsibilities for this study?

A: Yes, nothing changes in terms of current trial conduct.

Q: If I have a pertinent financial disclosure update to make (e.g., equity interest, etc.) due to this announcement, should I inform VectivBio?

A: At this time, you should not change any processes you’re currently using to report financial disclosures with respect to VectivBio.

Q: Will my CRO change?

A: No, the current CRO running your trial will remain during the Sponsorship transition.

Q: Will I be paid for the work performed?

A: Yes, all contracts will remain in effect and follow the same payment schedules.

Q: Will the sponsor of my study be changing from VectivBio to Ironwood?

A: The current relationship that VectivBio has with FDA or any other Health Authority is not impacted by this announcement. Specific details related to regulatory operations will be further informed following the closing of the transaction with Ironwood.

Q: As an investigator in a VectivBio-sponsored study, will I have to change how I report safety-related events observed in the study?

A: No. You should not change any processes you use to report safety-related events.

Q: Do I need to inform my local Ethics Committee of this announcement?

A: Until the transaction closes, it is unnecessary to inform your local EC. We will update you on appropriate communication when the transition occurs.

***

Additional Information about the Tender Offer Transactions and Where to Find It

Forward-Looking Statements

EX-99.7

Exhibit 99.7

LOGO

Basel, May 22, 2023

Dear VectivBio Partners & Vendors,

We are committed to executing a smooth transition. Between now and the closing date, we do not expect operations or your point of contact at VectivBio to change. We will continue to drive forward with our stated objectives, deliverables, and timelines.

Thank you for your contributions to date, which have helped us reach this milestone. The combination of VectivBio and Ironwood gives us an exciting opportunity to advance our mission to deliver important medicines to patients, and we look forward to continuing our work together.

Feel free to share this information with your teams. If you have any additional questions, please address them directly to your point of contact at VectivBio.

Sincerely,

Claudia D’Augusta

Chief Financial Officer

VectivBio AG

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Additional Information about the Tender Offer Transactions and Where to Find It

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Forward-Looking Statements

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EX-99.8

Exhibit 99.8

VectivBio LinkedIn post:

#NEWS: Today, we shared that we have entered into a definitive agreement to be acquired by Ironwood Pharmaceuticals, Inc. Read our full statement: https://bit.ly/3WrUwzL

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VectivBio Twitter post:

#NEWS: Today, we shared that we have entered into a definitive agreement to be acquired by Ironwood Pharmaceuticals, Inc. Read our full statement: https://bit.ly/3WrUwzL

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