Block & Leviton LLP has opened an investigation into the proposed acquisition involving Akcea Therapeutics, Inc. (NASDAQ: AKCA). In this proposed acquisition, Akcea’s controlling shareholder, Ionis Pharmaceuticals, Inc., would acquire all of the outstanding shares of Akcea common stock that it does not already own for $18.15 per share in cash. Block & Leviton is investigating whether Ionis and/or members of the Akcea Board of Directors breached their fiduciary duties to ensure that the proposed transaction was entirely fair.
Under the terms of the agreement, Ionis would commence a tender offer for all outstanding shares of Akcea common stock that it does not already own, approximately 24% of outstanding shares, at a price of $18.15 per share in cash. The closing of the tender offer will be subject to a majority of Akcea’s shares not already owned by Ionis being tendered in the tender offer. After completion of the tender offer, Ionis would acquire the remaining Akcea shares through a second-step merger, expected to be completed in the fourth quarter of 2020. Ionis has said that it expects to fund the acquisition through existing cash resources.