TESARO Announces Pricing of Public Offering of Common Stock

TESARO, Inc. (Nasdaq:TSRO) announced today that it has priced an underwritten public offering of an aggregate of 1,750,000 shares of its common stock at an offering price to the public of $135.00 per share. The gross proceeds from the offering will be approximately $236.3 million. In addition, TESARO has granted the underwriters an option to purchase up to an additional 262,500 shares of its common stock. TESARO estimates that the net proceeds from the offering will be approximately $224.1 million after deducting the underwriting discount and other offering expenses payable by TESARO, but excluding any exercise of the underwriters’ option.

The offering is expected to close on or about November 18, 2016, subject to customary closing conditions. Citigroup, Leerink Partners, Credit Suisse and Wells Fargo Securities are acting as bookrunners, and Baird, FBR, Guggenheim Securities, Raymond James, SunTrust Robinson Humphrey, and Wedbush PacGrow are acting as co-managers for the offering.

The shares described above will be issued by TESARO pursuant to its automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) on June 30, 2016. A preliminary prospectus supplement and related prospectus related to the offering have been filed with the SEC and are available on the SEC’s website located at https://www.sec.gov. Copies of the preliminary prospectus supplement and related prospectus relating to this offering may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, via telephone at 1-800-831-9146 or from Leerink Partners LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA, 02110, via telephone at 1-800-808-7525 (ext. 6142) or email at syndicate@leerink.com.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor will there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or other jurisdiction.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties, including statements regarding the proposed public offering. Various factors may cause differences between TESARO’s expectations and actual results, including risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering. More information about potential factors that could affect TESARO’s business and financial results is contained in its annual report on Form 10-K, its quarterly reports on Form 10-Q and other filings with the SEC. TESARO does not intend, and undertakes no duty, to update this information to reflect future events or circumstances.

About TESARO
TESARO is an oncology-focused biopharmaceutical company devoted to providing transformative therapies to people bravely facing cancer.

Investor/Media Contact
Jennifer Davis
Sr. Director, Corporate Development & Investor Relations
+1.781.325.1116 or jdavis@tesarobio.com