CARLSBAD, Calif., Oct. 12, 2020 /PRNewswire/ -- Ionis
Pharmaceuticals, Inc. (NASDAQ: IONS) today announced the successful
completion of its transaction to acquire 100% ownership of Akcea
Therapeutics, Inc. (NASDAQ: AKCA). The combination of Ionis and
Akcea accelerates the next phase of Ionis' growth and positions it
to better deliver more medicines to patients while maximizing value
to all stakeholders. Under the terms of the definitive agreement,
Akcea shareholders will receive $18.15 in cash for each share of Akcea common
stock. As a result of the completion of the transaction, Akcea has
become a wholly owned subsidiary of Ionis, and the common stock of
Akcea will cease to trade on NASDAQ and be delisted.
TRANSACTION DETAILS
On September 14, 2020, Avalanche
Merger Sub, Inc., a wholly-owned subsidiary of Ionis, commenced a
tender offer to acquire all of the outstanding shares of Akcea at a
price of $18.15 per share in cash,
without interest and subject to withholding of taxes. The tender
offer expired at one minute after 11:59
p.m., Eastern Time, on October 9,
2020 and was not extended. Ionis accepted for payment all
shares tendered and not validly withdrawn in the offer and will
promptly pay for such shares, which represented approximately 85.5%
of the outstanding shares of Akcea's common stock not already owned
by Ionis.
After the completion of the tender offer, Avalanche Merger Sub
merged with and into Akcea on October 12,
2020, with Akcea surviving as a wholly owned subsidiary of
Ionis. All shares of Akcea not held by Ionis, Akcea, any
wholly owned subsidiary of Ionis, or stockholders of Akcea who have
perfected their statutory appraisal rights under Delaware law, were converted into the right to
receive $18.15 per share in cash, as
was paid in the tender offer.
ADVISORS
Goldman Sachs & Co. LLC and Stifel, Nicolaus, & Company,
Incorporated served as financial advisors to Ionis, and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel to
Ionis. Cowen served as financial advisor to the Affiliate
Transactions Committee of Akcea's Board of Directors, and Ropes
& Gray LLP served 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 all patients, 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.
FORWARD-LOOKING STATEMENTS
Ionis Pharmaceuticals, Inc. assumes 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 acquisition of Akcea by Ionis 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, 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. 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 Ionis' forward-looking
statements reflect the good faith judgment of its management, these
statements are based only on facts and factors currently known by
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 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 the 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.