CARLSBAD, Calif., June 6, 2023
/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 2028 (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 0.125% Convertible
Senior Notes due 2024 (the "2024 notes") in privately negotiated
transactions. Ionis expects to use the remaining net proceeds from
the offering for additional repurchases of the 2024 notes from time
to time following the offering, including the repayment of any
remaining 2024 notes at maturity, and for general corporate
purposes.
In connection with any repurchase of the 2024 notes, Ionis
expects that holders of the 2024 notes who agree to have their 2024
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 or in connection with such
derivative transactions 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 or Ionis' common stock.
The notes and any shares of Ionis' common stock issuable upon
conversion of the notes 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 a leader in RNA-targeted
therapy, pioneering new markets and changing standards of care.
Ionis currently has four marketed medicines and a promising
late-stage pipeline highlighted by cardiovascular and neurological
franchises. Our scientific innovation began and continues with the
knowledge that sick people depend on us, which fuels our vision to
become the leader in genetic medicine, utilizing a multi-platform
approach to discover, develop and deliver life-transforming
therapies.
Ionis' Forward-looking Statement
This press release includes forward-looking statements regarding
the proposed offering, including statements regarding the
anticipated terms of the proposed offering 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 2024 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,
2022 and most recent Form 10-Q, which are on file with the
Securities and Exchange Commission. 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.