Ionis Pharmaceuticals (IONS) To Buy Remaining Stake In Akcea Therapeutics (AKCA)

By Amit Chowdhry ● September 1, 2020
  • Ionis Pharmaceuticals, Inc. (NASDAQ: IONS) and Akcea Therapeutics, Inc. (NASDAQ: AKCA) recently announced an acquisition deal. These are the details.

Ionis Pharmaceuticals, Inc. (NASDAQ: IONS) and its affiliate Akcea Therapeutics, Inc. (NASDAQ: AKCA) recently 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. And this corresponds to a total transaction value of approximately $500 million on a fully diluted basis. 

The transaction was 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 transaction also further strengthens Ionis’ financial position. For example, Ionis will realize more financial upside from Akcea’s rich pipeline and commercial products. And 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.

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. And 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.

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. And 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.

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.

KEY QUOTES:

“This acquisition is another step forward in Ionis’ evolution and creates a stronger, more efficient organization to the benefit of all stakeholders. 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.” 

— Brett Monia, Chief Executive Officer of Ionis

“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. This acquisition by Ionis is a testament to the achievements of the Akcea team.

— Damien McDevitt, Chief Executive Officer of Akcea

“This transaction delivers immediate and certain value with a premium to Akcea shareholders. 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.

— Barbara Yanni, Chair of the Akcea Affiliate Transactions Committee