Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
to Tender Registered Ordinary Shares of
VECTIVBIO HOLDING AG
at
at a price per share equal to $17.00, net to the seller in cash, without interest, and subject to deduction for any applicable withholding taxes,
Pursuant to the Offer to Purchase
dated May 31, 2023
by
IRONWOOD PHARMACEUTICALS, INC.
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON JUNE 28, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED.
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This Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery”), or a substantially equivalent form, must be used to accept the Offer (as defined below) if you cannot comply with the procedures for book-entry transfer prior to the Expiration Date (as defined in the Offer to Purchase (as defined below) or any documents required by the Letter of Transmittal (as defined below) cannot be delivered to the Depositary & Paying Agent (as defined below) prior to the Expiration Date). This Notice of Guaranteed Delivery, properly completed and duly executed, must be delivered to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary & Paying Agent”) by email transmission or mail prior to the Expiration Date. See Section 3 of the Offer to Purchase.
The Depositary & Paying Agent for the Offer is:
Computershare Trust Company, N.A.
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If delivering by Registered & Overnight Mail:
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If delivering by First Class Mail:
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Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer
150 Royall Street, Suite V
Canton, MA 02021
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Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer
P.O. Box 43011
Providence, RI 02940-3011
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By Email Delivery (for eligible institutions only):
CANOTICEOFGUARANTEE@computershare.com
FOR THIS NOTICE TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY & PAYING AGENT AT THE ADDRESS LISTED ABOVE PRIOR TO THE EXPIRATION DATE. DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO IRONWOOD PHARMACEUTICALS, INC. OR INNISFREE M&A INCORPORATED (THE “INFORMATION AGENT”) WILL NOT BE FORWARDED TO THE DEPOSITARY & PAYING AGENT AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY & PAYING AGENT.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined below) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.