This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule TO, filed by Avalanche Merger Sub, Inc., a Delaware corporation (Purchaser), and Ionis Pharmaceuticals, Inc., a Delaware corporation (Parent), with the U.S. Securities and Exchange Commission on
September 14, 2020 (together with any subsequent amendments and supplements thereto, the Schedule TO). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, $0.001 par value per share
(Shares), of Akcea Therapeutics, Inc., a Delaware corporation (Akcea), not owned by Parent at a price of $18.15 per Share, net to the seller in cash, without interest and subject to any withholding of taxes, upon the
terms and subject to the conditions described in the Offer to Purchase dated September 14, 2020 (together with any amendments or supplements thereto, the Offer to Purchase) and in the accompanying Letter of Transmittal (together
with any amendments or supplements thereto and with the Offer to Purchase, the Offer), copies of which are incorporated by reference to Exhibits (a)(1)(i) and (a)(1)(ii) of the Schedule TO respectively.
The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated by reference in response
to all of the items of the Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO, and is supplemented by
the information specifically provided herein, except as otherwise set forth below. Capitalized terms used but not defined herein have the applicable meanings ascribed to them in the Schedule TO or the Offer to Purchase.
Item 1 through 9, Item 11 and Item 13.
The information set forth in Items 1 through 9, Item 11 and Item 13 of the Schedule TO, to the extent such Items incorporate by reference the
information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
At one minute after 11:59 p.m., Eastern
Time, on October 9, 2020, the Offer expired. The Depository advised Purchaser that, as of the expiration of the Offer, 21,201,937 Shares (excluding (i) Shares beneficially owned and tendered by Excluded Holders 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respect to which Notices of Guaranteed Delivery were delivered) were tendered and not validly withdrawn pursuant to the Offer, representing approximately 85.5% of the Shares outstanding as of the expiration of the Offer, excluding the Shares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 the Excluded Holders. In addition, the Depository advised Purchaser 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.
As of the expiration of the Offer, the
number of Shares tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, and all other conditions to the Offer were satisfied or waived. Immediately after the expiration of the Offer, Purchaser irrevocably accepted
for payment, and will promptly pay for, all Shares tendered and not validly withdrawn pursuant to Offer.
Parent and Purchaser completed
the acquisition of Akcea on October 12, 2020 by consummating the Merger pursuant to the Merger Agreement without a vote of Akceas shareholders in accordance with Section 251(h) of the DGCL. At the effective time of the Merger, each
issued and outstanding Share (other than Shares held by Akcea, Parent, Purchaser, any wholly owned subsidiary of Parent or Purchaser, or by stockholders of Akcea 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.
Following consummation of
the Merger, the Shares will be delisted and will cease to trade on Nasdaq. Parent intends to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Akceas reporting obligations under the
Exchange Act as promptly as practicable.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
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Exhibit
No.
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(a)(2)(vii)
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Solicitation/Recommendation Statement (Amendment No. 6) on Schedule 14D-9 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Akcea with the Securities and Exchange Commission on October 13, 2020).
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(a)(5)(xv)
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Press Release, dated October 12, 2020 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Parent with the Securities and Exchange Commission on
October 13, 2020).
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