CARLSBAD, Calif., June 7, 2023
/PRNewswire/ -- Ionis Pharmaceuticals, Inc. (NASDAQ: IONS)
announced today the pricing of $500.0
million aggregate principal amount of 1.75% 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 granted the initial purchasers of the notes an
option to purchase, within the 13-day period beginning on, and
including, the date on which the notes are first issued, up to an
additional $75.0 million aggregate
principal amount of notes from Ionis. The sale of the notes is
expected to close on June 12, 2023,
subject to customary closing conditions.
The notes will be general unsecured obligations of Ionis, and
will accrue interest payable semiannually in arrears on
June 15 and December 15 of each year, beginning on
December 15, 2023, at a rate of 1.75%
per year. The notes will mature on June 15,
2028, unless earlier converted or repurchased.
Ionis estimates that the net proceeds from the offering will be
approximately $487.6 million (or
approximately $560.8 million if the
initial purchasers exercise their option to purchase additional
notes in full), after deducting the initial purchasers' discounts
and commissions and estimated offering expenses payable by Ionis.
Ionis expects to use approximately $420.4
million of the net proceeds from the offering to repurchase
$434.1 million in aggregate principal
amount 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.
Before March 15, 2028, holders
will have the right to convert their notes only upon the
satisfaction of specified conditions and during certain periods. On
or after March 15, 2028 until the
close of business on the second scheduled trading day immediately
preceding the maturity date, holders may convert all or any portion
of their notes at any time. 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 conversion rate for the notes will initially be
18.6120 shares of Ionis' common stock per $1,000 principal amount of notes (equivalent to
an initial conversion price of approximately $53.73 per share of Ionis' common stock). The
initial conversion price represents a premium of approximately
32.5% over the last reported sale price of $40.55 per share of Ionis' common stock on
June 7, 2023. The conversion rate
will be subject to adjustment in some events but will not be
adjusted for any accrued or unpaid interest.
Ionis may not redeem the notes prior to June 20, 2026. Ionis may redeem for cash all or
any portion of the notes (subject to certain limitations), at its
option, on or after June 20, 2026 if
the last reported sale price of Ionis' common stock has been at
least 130% of the conversion price for the notes then in effect for
at least 20 trading days (whether or not consecutive) during any 30
consecutive trading day period (including the last trading day of
such period) ending on, and including, the trading day immediately
preceding the date on which Ionis provides notice of redemption at
a redemption price equal to 100% of the principal amount of the
notes to be redeemed, plus accrued and unpaid interest to, but
excluding, the redemption date. However, Ionis may not redeem less
than all of the outstanding notes unless at least $100.0 million aggregate principal amount of
notes are outstanding and not called for redemption as of the time
Ionis sends the related notice of redemption. No sinking fund is
provided for the notes.
If Ionis undergoes a "fundamental change" (as defined in the
indenture that will govern the notes), then, subject to certain
conditions and limited exceptions, holders may require Ionis to
repurchase for cash all or any portion of their notes at a
fundamental change repurchase price equal to 100% of the principal
amount of the notes to be repurchased, plus accrued and unpaid
interest to, but excluding, the fundamental change repurchase date.
In addition, following certain corporate events that occur prior to
the maturity date or if Ionis delivers a notice of redemption,
Ionis will, in certain circumstances, increase the conversion rate
for a holder who elects to convert its notes in connection with
such a corporate event or convert its notes called (or deemed
called) for redemption in connection with such notice of
redemption, as the case may be.
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 may result in an increase in the
effective conversion price of the notes.
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 offering and the convertible note hedge and warrant
transactions, including statements regarding the anticipated
completion and timing of the offering and Ionis' expected use of
proceeds from the 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, whether Ionis will be
able to satisfy closing conditions related to the 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, as well as other subsequent filings Ionis makes with
the Securities and Exchange Commission from time to time. Copies of
these and other documents are available from Ionis.
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.