Ionis Pharmaceuticals completes acquisition of Akcea Therapeutics

Ionis Pharmaceuticals, Inc today announced the successful completion of its transaction to acquire 100% ownership of Akcea Therapeutics, Inc. The combination of Ionis and Akcea accelerates the next phase of Ionis' growth and positions it to better deliver more medicines to patients while maximizing value to all stakeholders. Under the terms of the definitive agreement, Akcea shareholders will receive $18.15 in cash for each share of Akcea common stock. As a result of the completion of the transaction, Akcea has become a wholly owned subsidiary of Ionis, and the common stock of Akcea will cease to trade on NASDAQ and be delisted.

TRANSACTION DETAILS

On September 14, 2020, Avalanche Merger Sub, Inc., a wholly-owned subsidiary of Ionis, commenced a tender offer to acquire all of the outstanding shares of Akcea at a price of $18.15 per share in cash, without interest and subject to withholding of taxes. The tender offer expired at one minute after 11:59 p.m., Eastern Time, on October 9, 2020 and was not extended. Ionis accepted for payment all shares tendered and not validly withdrawn in the offer and will promptly pay for such shares, which represented approximately 85.5% of the outstanding shares of Akcea's common stock not already owned by Ionis.

After the completion of the tender offer, Avalanche Merger Sub merged with and into Akcea on October 12, 2020, with Akcea surviving as a wholly owned subsidiary of Ionis.  All shares of Akcea not held by Ionis, Akcea, any wholly owned subsidiary of Ionis, or stockholders of Akcea who have perfected their statutory appraisal rights under Delaware law, were converted into the right to receive $18.15 per share in cash, as was paid in the tender offer.

ADVISORS

Goldman Sachs & Co. LLC and Stifel, Nicolaus, & Company, Incorporated served as financial advisors to Ionis, and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to Ionis. Cowen served as financial advisor to the Affiliate Transactions Committee of Akcea's Board of Directors, and Ropes & Gray LLP served as legal counsel to the Affiliate Transactions Committee of Akcea's Board of Directors.

SOURCE Ionis Pharmaceuticals, Inc.

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