CARLSBAD, Calif. and
BOSTON, Aug. 31, 2020 /PRNewswire/ -- Ionis
Pharmaceuticals, Inc. (NASDAQ: IONS) and its affiliate Akcea
Therapeutics, Inc. (NASDAQ: AKCA) today announced that they have
entered into a definitive agreement under which Ionis will acquire
all of the outstanding shares of Akcea common stock it does not
already own, approximately 24%, for $18.15 per share in cash. This corresponds to a
total transaction value of approximately $500 million on a fully diluted basis. The
transaction has been approved by the Ionis and Akcea Boards of
Directors, and by the independent Affiliate Transactions Committee
of Akcea's Board of Directors. Akcea's Board of Directors has
recommended to shareholders of Akcea that they tender their shares
into the tender offer.
"This acquisition is another step forward in Ionis' evolution
and creates a stronger, more efficient organization to the benefit
of all stakeholders," said Brett
Monia, Chief Executive Officer of Ionis. "We believe
becoming one company – with one vision and one set of strategic
priorities, led by one team – will deliver significant strategic
value, enhancing the future success of our company, accelerating
our next phase of growth and positioning us to most effectively
deliver our medicines to patients. Following the completion of the
transaction, Ionis will retain more value from Akcea's rich
pipeline and commercial products, further strengthening our
financial position and supporting continued investments in our
future."
"Akcea values the skills, experience and expertise of our teams
and I am proud of what we've accomplished in developing and
delivering transformational medicines to patients," said
Damien McDevitt, Chief Executive
Officer of Akcea. "This acquisition by Ionis is a testament to the
achievements of the Akcea team."
"This transaction delivers immediate and certain value with a
premium to Akcea shareholders," said Barbara Yanni, Chair of the Akcea Affiliate
Transactions Committee. "Our close collaboration with Ionis has
been key to enabling the launch of two commercial antisense
medicines in just two years as well as advancing a late-stage
pipeline and securing important partnerships."
SIGNIFICANT FINANCIAL BENEFITS
This transaction also further strengthens Ionis' financial
position:
- Ionis will realize more financial upside from Akcea's rich
pipeline and commercial products.
- Ionis will gain full access to Akcea's significant cash on hand
of approximately $390 million as of
June 30, 2020 and future cash flows
to further invest in the Company's future and further support
Ionis' capital allocation strategy.
- Ionis will achieve meaningful cost synergies.
TERMS OF THE AGREEMENT
Under the terms of the agreement, Ionis will commence a tender
offer for all outstanding shares of Akcea common stock not already
owned by Ionis at a price of $18.15
per share in cash. The closing of the tender offer will be subject
to a majority of Akcea's shares not already owned by Ionis, its
affiliates or their respective directors and executive officers
being tendered in the tender offer.
Promptly following the completion of the tender offer, Ionis
will acquire all remaining shares of Akcea common stock at the same
price of $18.15 per share in cash
through a second-step merger. Ionis and Akcea expect to complete
the transaction in the fourth quarter of 2020, subject to other
customary closing conditions.
Ionis expects to fund the acquisition through existing cash
resources. The transaction is not subject to any financing
condition.
ADVISORS
Goldman Sachs & Co. LLC and Stifel, Nicolaus & Company,
Incorporated are serving as financial advisors to Ionis, and
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel to Ionis. Cowen is serving as financial advisor to the
Affiliate Transactions Committee of Akcea's Board of Directors, and
Ropes & Gray LLP is serving as legal counsel to the Affiliate
Transactions Committee of Akcea's Board of Directors.
ABOUT IONIS PHARMACEUTICALS, INC.
As the leader in RNA-targeted drug discovery and development,
Ionis has created an efficient, broadly applicable, drug discovery
platform called antisense technology that can treat diseases where
no other therapeutic approaches have proven effective. Our drug
discovery platform has served as a springboard for actionable
promise and realized hope for patients with unmet needs. We created
the first and only approved treatment for children and adults with
spinal muscular atrophy as well as the world's first RNA-targeted
therapeutic approved for the treatment of polyneuropathy in adults
with hereditary transthyretin amyloidosis. Our sights are set on
all the patients we have yet to reach with a pipeline of more than
40 novel medicines designed to potentially treat a broad range of
diseases, including neurological, cardio-renal, metabolic,
infectious, and pulmonary diseases.
To learn more about Ionis visit www.ionispharma.com or follow us
on twitter @ionispharma.
ABOUT AKCEA THERAPEUTICS, INC.
Akcea Therapeutics, Inc., a majority-owned affiliate of Ionis
Pharmaceuticals, Inc. (NASDAQ: IONS), is a biopharmaceutical
company focused on developing and commercializing medicines to
treat patients with serious and rare diseases. Akcea is
commercializing TEGSEDI® (inotersen) and WAYLIVRA® (volanesorsen),
as well as advancing a mature pipeline of novel medicines,
including AKCEA-APO(a)-LRx, vupanorsen
(AKCEA-ANGPTL3-LRx), AKCEA-APOCIII-LRx, and
AKCEA-TTR-LRx, with the potential to treat multiple
diseases. All six medicines were discovered by Ionis, a leader in
antisense therapeutics, and are based on Ionis' proprietary
antisense technology. TEGSEDI is approved in the U.S., E.U.,
Canada and Brazil, and WAYLIVRA is approved in the E.U.
Akcea is headquartered in Boston,
Massachusetts, and is building the infrastructure to
commercialize its medicines globally. Additional information about
Akcea is available at www.akceatx.com and you can follow the
Company on twitter at @akceatx.
Notice to Investors and Security
Holders
The tender offer referred to in this communication has not yet
commenced. The description contained in this communication is
neither an offer to purchase nor a solicitation of an offer to sell
any securities, nor is it a substitute for the tender offer
materials that Ionis will file with the Securities and Exchange
Commission (the "SEC"). The solicitation and offer to buy shares of
Akcea common stock will only be made pursuant to an offer to
purchase and related tender offer materials. At the time the tender
offer is commenced, Ionis will file a tender offer statement on
Schedule TO and thereafter Akcea will file a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC with respect to the Offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. AKCEA SHAREHOLDERS ARE URGED TO READ
THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The
offer to purchase, the related letter of transmittal and the
solicitation/recommendation statement will be made available free
of charge at the SEC's website at www.sec.gov. Additional copies
may be obtained for free by contacting Ionis or Akcea, as
applicable. Copies of the documents filed with the SEC by Ionis
will be available free of charge on Ionis' internet website at
https://ir.ionispharma.com/financial-information/sec-filings or by
contacting Ionis' investor relations contact at (760) 603-2681.
Copies of the documents filed with the SEC by Akcea will be
available free of charge on Akcea's internet website at
https://ir.akceatx.com/ or by contacting Akcea's investor relations
contact at (617) 841-9535.
In addition to the offer to purchase, the related letter of
transmittal and certain other tender offer documents to be filed by
Ionis, as well as the solicitation/recommendation statement to be
filed by Akcea, Ionis and Akcea will also file quarterly and
current reports with the SEC. Ionis' and Akcea's filings with the
SEC are available to the public from commercial document-retrieval
services and at the website maintained by the SEC at
http://www.sec.gov.
FORWARD-LOOKING STATEMENTS
Ionis Pharmaceuticals, Inc. and Akcea Therapeutics, Inc. assume
no obligation to update forward-looking statements contained in
this communication as a result of new information or future events
or developments except as required by law. This press release
includes forward-looking statements regarding the business of Akcea
Therapeutics, Inc. and Ionis Pharmaceuticals, Inc., the therapeutic
and commercial potential of TEGSEDI® (inotersen) and
WAYLIVRA® (volanesorsen) and the proposed acquisition of Akcea that
are subject to risks and uncertainties that could cause actual
results to differ materially from those expressly or implied by
such statements. Any statement describing Akcea's or Ionis' goals,
expectations, financial or other projections, intentions or
beliefs, including the commercial potential of TEGSEDI and
WAYLIVRA or other of Akcea's or Ionis' drugs in development is a
forward-looking statement and should be considered an at-risk
statement. Such statements are subject to certain risks and
uncertainties, particularly those inherent in the process of
discovering, developing and commercializing drugs that are safe and
effective for use as human therapeutics, and in the endeavor of
building a business around such drugs. Risks and uncertainties also
include, among other things, risks related to the satisfaction or
waiver of the conditions to closing the proposed acquisition in the
anticipated timeframe or at all, including uncertainties as to how
many of Akcea's stockholders will tender their Shares in the tender
offer and the possibility that the acquisition does not close;
disruption from the transaction making it more difficult to
maintain business and operational relationships; risks that
anticipated synergies will not be realized or may be delayed; and
the magnitude of transaction costs. Akcea's and Ionis'
forward-looking statements also involve assumptions that, if they
never materialize or prove correct, could cause its results to
differ materially from those expressed or implied by such
forward-looking statements. Although Akcea's and Ionis'
forward-looking statements reflect the good faith judgment of its
management, these statements are based only on facts and factors
currently known by Akcea and Ionis. In particular, we caution you
that our forward-looking statements are subject to the ongoing and
developing circumstances related to the COVID-19 pandemic, which
may have a material adverse effect on our business, operations and
future financial results. As a result, you are cautioned not to
rely on these forward-looking statements. These and other risks
concerning Akcea's and Ionis' programs are described in additional
detail in Akcea's and Ionis' quarterly reports on Form 10-Q and
annual reports on Form 10-K, which are on file with the SEC.
Copies of these and other documents are available from each
company.
In this press release, unless the context requires otherwise,
"Ionis," "Akcea," "Company," "we," "our," and "us" refers
to Ionis Pharmaceuticals or Akcea Therapeutics, as
applicable.
Ionis Pharmaceuticals™ is a trademark of Ionis
Pharmaceuticals, Inc. Akcea Therapeutics®,
TEGSEDI® and WAYLIVRA® are
trademarks of Akcea Therapeutics, Inc.
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SOURCE Ionis Pharmaceuticals, Inc.; Akcea Therapeutics, Inc.