CARLSBAD, Calif., Dec. 12, 2019 /PRNewswire/ -- Ionis
Pharmaceuticals, Inc. (Nasdaq: IONS) ("Ionis") announced
today that it has entered into privately negotiated exchange
and/or subscription agreements, with certain holders of its
outstanding 1.00% Convertible Senior Notes due 2021 (the "2021
Notes") and certain new investors pursuant to which Ionis will
issue $398.0 million principal amount
of 0.125% Convertible Senior Notes due 2024 (the "New Notes") in
exchange for $340.2 principal amount
of the 2021 Notes (the "Exchange Transactions") and issue
$109.5 million principal amount of
New Notes for cash (the "Subscription Transactions").
Following the closing of the Exchange Transactions,
$344.8 million in aggregate principal
amount of 2021 Notes will remain outstanding with terms
unchanged. The Exchange Transactions and the Subscription
Transactions are expected to close concurrently on or about
December 19, 2019, subject to
customary closing conditions.
The New Notes will represent senior unsecured obligations of
Ionis and will pay interest semi-annually in arrears on each
June 15 and December 15, commencing on June 15, 2020, at a rate of 0.125% per
annum. The New Notes will mature on December 15, 2024, unless earlier converted or
repurchased. The New Notes will be convertible at the option
of the holders in certain circumstances into cash, shares of Ionis'
common stock or a combination of cash and Ionis' common stock, at
Ionis' election. The initial conversion rate is 12.0075
shares of Ionis' common stock per $1,000 principal amount of New Notes, which is
equivalent to an initial conversion price of approximately
$83.28 per share, and will be subject
to customary anti-dilution adjustments. Ionis may not redeem
the New Notes prior to the maturity date.
Ionis will not receive any cash proceeds from the Exchange
Transactions. In exchange for issuing the New Notes pursuant to the
Exchange Transactions, Ionis will receive and cancel the exchanged
2021 Notes. Ionis estimates that net cash proceeds from the
Subscription Transactions will be approximately $99.2 million after deducting estimated offering
expenses for both the Exchange Transactions and the Subscription
Transactions. Ionis intends to use net cash proceeds from the
Subscription Transactions to pay the cost of the convertible note
hedge transaction described below and for general corporate
purposes.
In connection with the exchange and/or subscription agreements,
Ionis entered into convertible note hedge and warrant transactions
with several financial institutions. These transactions may
decrease or increase dilution of Ionis' stock based on several
factors that are outlined in further detail in the Company's 8-K
filing, which was filed contemporaneously with this press
release.
The New Notes and any shares of common stock issuable upon
conversion of the New Notes have not been registered under the
Securities Act or under any state securities laws and may not be
offered or sold without registration under, or an applicable
exemption from, the registration requirements. This announcement
does not constitute an offer to sell, nor is it a solicitation of
an offer to buy, these securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any state or any
jurisdiction.
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 both 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 treat a broad
range of diseases including cardiovascular diseases, neurological
diseases, infectious diseases, pulmonary diseases and cancer.
IONIS' FORWARD-LOOKING STATEMENT
This press release includes forward-looking statements regarding
the expected closing and the terms of the Exchange Transactions,
the Subscription Transactions and the New Notes. Any statement
describing Ionis' goals, expectations, financial or other
projections, intentions or beliefs is a forward-looking statement
and should be considered an at-risk statement. Such statements are
subject to certain risks and uncertainties, including the ability
to satisfy closing conditions specified in the exchange and/or
subscription agreements. 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. As a result, you are cautioned
not to rely on these forward-looking statements. These and other
risks concerning Ionis' programs are described in additional detail
in Ionis' annual report on Form 10-K for the year ended
December 31, 2018 and its most recent
quarterly report on Form 10-Q, 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," "Company," "we," "our," and "us" refers to Ionis
Pharmaceuticals and its subsidiaries.
Ionis Pharmaceuticals™ is a trademark of Ionis Pharmaceuticals,
Inc.
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SOURCE Ionis Pharmaceuticals, Inc.