Item 1.01
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Entry into a Material Definitive Agreement.
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As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Akcea Therapeutics, Inc., a Delaware corporation (the “Company”), on August 30, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ionis Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and Parent’s wholly owned subsidiary, Avalanche Merger Sub, Inc., a Delaware corporation (“Purchaser”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on September 14, 2020, Purchaser commenced a tender offer (the “Offer”) to acquire all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (other than Shares held by the Company, Parent, Purchaser or other direct or indirect wholly owned subsidiaries of Parent) at a price of $18.15 per Share, net to the seller in cash, without interest, and subject to any applicable withholding of taxes (the “Offer Price”).
At one minute after 11:59 p.m., Eastern Time, on October 9, 2020, the Offer expired. American Stock Transfer & Trust Company, LLC, in its capacity as depository for the Offer (the “Depository”), advised 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and (ii) Shares with respect to which Notices of Guaranteed Delivery were delivered) were tendered and not validly withdrawn pursuant to the Offer, representing approximately 85.5% of the Shares outstanding as of the expiration of the Offer, excluding the Shares beneficially owned by Parent, its affiliates (other than the Company and its subsidiaries), their respective directors and executive officers, and Damien McDevitt (collectively, the “Excluded Holders”). In addition, the Depository advised that Notices of Guaranteed Delivery have 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. Each condition to the Offer was satisfied or waived, and Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn.
On October 12, 2020, following consummation of the Offer, Purchaser merged with and into the Company (the “Merger”), with the Company as the surviving corporation (the “Surviving Corporation”). The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no vote of the Company’s stockholders required to consummate the Merger. At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than Shares held by the Company, Parent, Purchaser, any wholly owned subsidiary of Parent or Purchaser, or by stockholders of the Company 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.
In addition, at the Effective Time, each option to purchase Company common stock with an exercise price lower than the Offer Price and each Company restricted stock unit, in each case whether or not vested, was cancelled and converted into the right to receive the Offer Price (less any applicable exercise price in the case of options) for each Share subject to such award, pursuant to the terms set forth in the Merger Agreement. Each option to purchase Company common stock with an exercise price greater than or equal to the Offer Price was cancelled with no consideration payable.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on August 31, 2020 and incorporated herein by reference.