Item 2.01. Completion of Acquisition or Disposition of Assets
As previously disclosed, on August 30, 2020, Ionis Pharmaceuticals, Inc., a
Delaware corporation ("Ionis"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") among Akcea Therapeutics, Inc., a Delaware corporation
("Akcea"), Ionis and Avalanche Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of Ionis ("Purchaser").
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions described in the Offer to Purchase dated September 14, 2020 (together
with any amendments or supplements thereto, the "Offer to Purchase") and in the
accompanying Letter of Transmittal (together with any amendments or supplements
thereto, and collectively with the Offer to Purchase, the "Offer"), Purchaser
commenced a tender offer to purchase all of the issued and outstanding shares of
common stock, par value $0.001 per share (the "Shares"), of Akcea at a price of
$18.15 per Share, net to the seller in cash, without interest and subject to any
withholding of taxes (the "Offer Price").
The Offer expired at one minute after 11:59 p.m., Eastern Time, on October 9,
2020. American Stock Transfer & Trust Company, LLC, the depository for the Offer
(the "Depository"), advised Purchaser that, as of the expiration of the Offer, a
total of 21,201,937 Shares (excluding (i) Shares beneficially owned and tendered
by Excluded Holders (as defined below) and (ii) Shares with respect to which
Notices of Guaranteed Delivery were delivered) were tendered and not validly
withdrawn pursuant to the Offer, representing approximately 85.5% of the Shares
outstanding as of the expiration of the Offer, excluding the Shares beneficially
owned by Ionis, its affiliates (other than Akcea and its subsidiaries), their
respective directors and executive officers and Damien McDevitt, Akcea's chief
executive officer (the "Excluded Holders"). In addition, the Depository advised
Purchaser that Notices of Guaranteed Delivery had been delivered with respect to
919,068 additional Shares, representing approximately 3.7% of the Shares
outstanding as of the expiration of the Offer, excluding the Shares beneficially
owned by the Excluded Holders.
As of the expiration of the Offer, the number of Shares tendered and not validly
withdrawn pursuant to the Offer satisfied the minimum tender condition of the
Offer, and all other conditions to the Offer were satisfied or waived.
Immediately after the expiration of the Offer, Purchaser irrevocably accepted
for payment, and will promptly pay for, all Shares tendered and not validly
withdrawn pursuant to Offer.
Pursuant to the Merger Agreement, Ionis and Purchaser completed the acquisition
of Akcea on October 12, 2020 by consummating the merger of Purchaser with and
into Akcea (the "Merger") without a vote of Akcea's shareholders in accordance
with Section 251(h) of the General Corporation Law of the State of Delaware (the
"DGCL"). At the effective time of the Merger (the "Effective Time"), each issued
and outstanding Share (other than Shares held by Akcea, Ionis, Purchaser, any
wholly owned subsidiary of Ionis or Purchaser, or by stockholders of Akcea who
have perfected their statutory rights of appraisal under the DGCL) was converted
into the right to receive $18.15 in cash, without any interest thereon and
subject to any withholding of taxes.
Following consummation of the Merger, Ionis anticipates that the Shares will be
delisted and will cease to trade on the Nasdaq Stock Market. Ionis intends to
take steps to cause the termination of the registration of the Shares under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and suspend
all of Akcea's reporting obligations under the Exchange Act as promptly as
practicable.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to
the Current Report on Form 8-K filed by Ionis with the Securities and Exchange
Commission on August 31, 2020, and which is incorporated herein by reference.
If the Merger had been completed on December 31, 2018, the last day of Ionis'
2018 fiscal year, $9.1 million that was presented as net income attributable to
noncontrolling interest in Akcea contained in Ionis' consolidated statement of
operations for the year ended December 31, 2019, and $22.2 million that was
presented as net loss attributable to noncontrolling interest in Akcea contained
in Ionis' consolidated statement of operations for the six months ended June 30,
2020, would have been presented as additional net income and net loss,
respectively,
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attributable to Ionis common stockholders. Basic and diluted net income per
share would have been $2.17 and $2.12, respectively, for the year ended
December 31, 2019, and net loss per share (basic and diluted) would have been
$0.73 for the six months ended June 30, 2020. If the Merger had been completed
as of June 30, 2020, $217.6 million reflected as noncontrolling interest in
Akcea on Ionis' consolidated balance sheet would instead have been included in
the line item for additional paid-in capital. The financial information
described above has been prepared on a pro forma basis and does not purport to
be indicative of Ionis' results of operations or financial position had the
Merger been completed on the dates assumed and does not project Ionis' results
of operations or financial position for any future period or date.
Item 8.01. Other Events.
In connection with the Offer and the Merger, Ionis has submitted a Listing of
Additional Shares Notification Form to Nasdaq with respect to the assumption of
the portion of the share pool reserved for issuance under the Akcea
Therapeutics, Inc. 2015 Equity Incentive Plan, as amended, that had not been
allocated as of the Effective Time, approximately 2,923,000 shares of Ionis
common stock, par value $0.001 per share, pursuant to the exception provided
under Rule 5635(c) of The Nasdaq Stock Market LLC Rules (and IM-5635-1
thereunder) that permits an acquiring corporation to use shares available under
certain plans acquired in acquisitions and mergers for certain post-transaction
grants without further stockholder approval.
On October 12, 2020, Ionis issued a press release announcing the expiration of
the Offer and the completion of the Merger. A copy of the press release is filed
herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated October 12, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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