Ionis Pharmaceuticals, Inc. (NasdaqGS:IONS) entered into an agreement to acquire remaining 24.23% stake in Akcea Therapeutics, Inc. (NasdaqGS:AKCA) for approximately $510 million on August 30, 2020. Under the terms of transaction, Ionis will pay $18.15 each per share, net to the sellers in cash, without interest, and subject to any applicable withholding of taxes. Ionis owned 77.09 million shares in Akcea and will acquire remaining 24.5 million shares. Ionis expects to fund the acquisition through existing cash resources. Akcea will pay $15 million as fee in the event of termination. Until the transaction closes, Ionis and Akcea will continue to operate as we have and it is business as usual. Following the transaction, Akcea will operate as a wholly owned subsidiary of Ionis. The transaction is subject to be validly tendered and not validly withdrawn a number of shares that, excluding the shares beneficially owned by Ionis, its affiliates, their respective directors and executive officers, and Damien McDevitt, the Akcea's Chief Executive Officer, represents at least one share more than 50% of the shares not beneficially owned by such persons outstanding at the time of the expiration of the offer, transaction is not subject to a financing condition, the transaction is not anticipated to be subject to any antitrust or competition regulatory approvals. The transaction has unanimously been approved by Special Committee of Akcea and Board of Akcea and Ionis. On September 14, 2020, Ionis commenced a tender offer to acquire all of the outstanding shares of Akcea. The transaction is expected to be completed in the fourth quarter of 2020.

Laura Knoll, Moshe Spinowitz, Paul Schockett, Ken Kumayama, Maya Florence, Timothy F. Nelson and Graham Robinson of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Ionis. Zachary Blume and Christopher Comeau and David McIntosh of Ropes & Gray LLP acted as legal advisors and Cowen and Company, LLC acted as financial advisor to Special Committee of Akcea. Goldman Sachs & Co. LLC and Susan Kirtland, Decla Quirke, Melissa Chan and Harvinder Minhas of Stifel Nicolaus Capital Markets acted as financial advisors to Ionis. Cowen and Company, LLC also provided opinion to the special committee regarding the fairness of the offer price. Michael Dorf of Shearman & Sterling LLP acted as legal advisor to Cowen and Company, LLC in the transaction. American Stock Transfer & Trust Company, LLC acted as depository and Alliance Advisors, LLC acted as information agent to Akcea Therapeutics. The engagement letter between Ionis and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $10 million. The engagement letter between Ionis and Stifel provides for a transaction fee of $10 million. Ionis paid $0.02 million as fee and expenses to the information agent and legal fees and expenses of $4.7 million.

Ionis Pharmaceuticals, Inc. (NasdaqGS:IONS) completed the acquisition of 24.23% stake in Akcea Therapeutics, Inc. (NasdaqGS:AKCA) on October 12, 2020. 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. Ionis used approximately $545 million of its cash for the Akcea acquisition. Damien McDevitt, B. Lynne Parshall, Elaine Hochberg, Joseph Klein, III, Amber Salzman, Sandford D. Smith, Michael J. Yang, and Barbara Yanni resigned as directors of Akcea Therapeutics, Inc. Brett Monia assumed the roles of director and President of the Corporation.