TESARO Announces $100M Proposed Public Offering of Common Stock

TESARO, Inc.

announced today that it has commenced an underwritten public offering of $100 million of its common stock. In connection with this offering, TESARO plans to grant the underwriters an option to purchase up to an additional $15 million of its common stock to cover over-allotments. Citigroup, Deutsche Bank Securities and Leerink Partners are acting as joint book-running managers for the offering, with BMO Capital Markets and Baird acting as co-managers for the offering. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. The offering will be made by TESARO pursuant to its previously filed automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (SEC) on July 1, 2013. A preliminary prospectus supplement and related prospectus related to the offering has been filed with the SEC and is available on the SEC's website located at http://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 email at batprospectusdept@citi.com, from Deutsche Bank Securities Inc., Attention: Prospectus Department, 60 Wall Street, New York, New York 10005-2836, via telephone at (800) 503-4611 or email at prospectus.cpdg@db.com, or from Leerink Partners LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA, 02110, via telephone at 800-808-7525 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. 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. The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances.