CARLSBAD, Calif., April 6, 2021 /PRNewswire/ -- Ionis
Pharmaceuticals, Inc. (NASDAQ: IONS) announced today that it
intends to offer, subject to market conditions and other factors,
$500.0 million aggregate principal
amount of Convertible Senior Notes due 2026 (the "notes") in a
private placement (the "offering") to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"). Ionis also intends to
grant the initial purchasers of the notes an option to purchase,
within the 13-day period beginning on, and including, the first
date on which the notes are issued, up to an additional
$75.0 million principal amount of
notes.
The notes will be general unsecured obligations of Ionis and
will accrue interest payable semiannually in arrears. Upon
conversion, Ionis will pay or deliver, as the case may be, cash,
shares of its common stock or a combination of cash and shares of
its common stock, at its election. The interest rate, initial
conversion rate and other terms of the notes will be determined at
the time of pricing of the offering.
Ionis expects to use a portion of the net proceeds from the
offering to repurchase for cash certain of its 1% Convertible
Senior Notes due 2021 (the "2021 notes") in privately negotiated
transactions. In addition, Ionis expects to use a portion of
the net proceeds from the offering to pay the cost of the
convertible note hedge transactions described below (after such
cost is partially offset by the proceeds to Ionis from
the sale of the warrant transactions described
below). Ionis expects to use the remaining net proceeds
from the offering for general corporate purposes, including
expansion of manufacturing, research and development, and
commercial infrastructure to support its wholly owned pipeline.
In connection with the pricing of the
notes, Ionis expects to enter into convertible note hedge
transactions with one or more of the initial purchasers or their
affiliates and/or other financial institutions (the "Option
Counterparties"). The convertible note hedge transactions are
generally expected to reduce potential dilution to Ionis common
stock upon any conversion of notes and/or offset any cash
payments Ionis is required to make in excess of the
principal amount of converted notes, as the case may
be. Ionis also expects to enter into privately negotiated
warrant transactions with the Option Counterparties. The warrant
transactions would separately have a dilutive effect to the extent
that the market price per share of Ionis common stock exceeds the
strike price of the warrants. If the initial purchasers exercise
their option to purchase additional notes, Ionis expects
to enter into additional convertible note hedge and additional
warrant transactions relating to the additional notes with the
Option Counterparties.
In connection with establishing their initial hedges of the
convertible note hedge and warrant transactions, Ionis expects
that the Option Counterparties or their respective affiliates will
purchase shares of Ionis common stock and/or enter into various
derivative transactions with respect to Ionis' common stock
concurrently with or shortly after the pricing of the notes. This
activity could increase (or reduce the size of any decrease in) the
market price of Ionis common stock or the notes at that time.
In addition, the Option Counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Ionis common stock
and/or by purchasing or selling Ionis' common stock or other
securities of Ionis in secondary market transactions
following the pricing of the notes and prior to the maturity of the
notes (and are likely to do so during any observation period
related to a conversion of notes or in connection with any
repurchase of notes by Ionis on any fundamental change repurchase
date or otherwise). This activity could also cause or avoid an
increase or a decrease in the market price of Ionis' common stock
or the notes, which could affect the ability of noteholders to
convert the notes and, to the extent the activity occurs during any
observation period related to a conversion of notes, it could
affect the amount and value of the consideration that noteholders
will receive upon conversion of such notes.
Further, in connection with any repurchases of the 2021 notes,
Ionis expects that holders of the 2021 notes who agree to have
their 2021 notes repurchased and who have hedged their equity price
risk with respect to such notes (the "hedged holders") will unwind
all or part of their hedge positions by buying Ionis' common stock
and/or entering into or unwinding various derivative transactions
with respect to Ionis' common stock. The amount of Ionis' common
stock to be purchased by the hedged holders may be substantial in
relation to the historic average daily trading volume of Ionis'
common stock. This activity by the hedged holders could increase
(or reduce the size of any decrease in) the market price of Ionis'
common stock, including concurrently with the pricing of the notes,
resulting in a higher effective conversion price of the notes.
Ionis cannot predict the magnitude of such market activity or the
overall effect it will have on the price of the notes offered
hereby or Ionis' common stock.
The notes, the warrants and any shares of common stock issuable
upon conversion of the notes or exercise of the warrants have not
been and will not be registered under the Securities Act, any state
securities laws or the securities laws of any other jurisdiction,
and unless so registered, may not be offered or sold in
the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of 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 the registration or qualification thereof under the
securities laws of any such state or jurisdiction.
About Ionis Pharmaceuticals
For more than 30 years, Ionis has been the leader in
RNA-targeted therapy, pioneering new markets and changing standards
of care with its novel antisense technology. Ionis currently has
three marketed medicines and a premier late-stage pipeline
highlighted by industry-leading neurological and cardiometabolic
franchises. Our scientific innovation began and continues with the
knowledge that sick people depend on us, which fuels our vision of
becoming one of the most successful biotechnology companies.
Ionis' Forward-looking Statement
This press release includes forward-looking statements regarding
the proposed offering and the convertible note hedge and warrant
transactions, including statements regarding the anticipated terms
of the proposed offering and the convertible note hedge and warrant
transactions and Ionis' expected use of proceeds from the proposed
offering. Any statement describing Ionis' expectations, 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, without limitation, changes in market
conditions, Ionis' ability to complete the proposed offering on the
expected terms, or at all, whether Ionis will be able to satisfy
closing conditions related to the proposed offering, whether and on
what terms Ionis may repurchase any of the 2021 notes and
unanticipated uses of capital. 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, 2020, which is on file
with the SEC. Copies of this 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.