This Amendment No. 6 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Akcea Therapeutics, Inc., a Delaware corporation (the “Company”), initially filed with the Securities and Exchange Commission
(the “SEC”) on September 14, 2020 (as amended or supplemented from time to time, the “Schedule 14D-9”).
The Schedule 14D-9 and this Amendment relate to the cash tender offer (the “Offer”) by
Avalanche Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Ionis Pharmaceuticals, Inc., a Delaware corporation (“Ionis”), to acquire all of the outstanding Shares
at a price per Share equal to $18.15, net to the seller of such Shares in cash, without interest (the “Offer Price”) and subject to any withholding of taxes in accordance with the Agreement and Plan of Merger, dated as of
August 30, 2020 (together with any amendments or supplements thereto, the “Merger Agreement”), among the Company, Ionis and Purchaser, upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated September 14, 2020 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the
“Letter of Transmittal”). The Offer is described in the Tender Offer Statement on Schedule TO filed by Ionis and Purchaser with the SEC on September 14, 2020, as amended or supplemented from time to time.
The information in the Schedule 14D-9, including all exhibits and annexes that were previously filed with the Schedule
14D-9, is incorporated into this Amendment by reference, except that such information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used herein and not
defined shall have the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information.
Item 8 is hereby amended and supplemented by adding the following new section before the final section entitled “Forward-Looking
Statements” at the end of such Item 8:
“Final Results of the Offer and Completion of the Merger.
At one minute after 11:59 p.m., Eastern Time, on October 9, 2020, the Offer expired. American Stock Transfer & Trust Company, LLC, in its
capacity as depository for the Offer (the “Depository”), advised that, as of the expiration of the Offer, a total of 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 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.
As a result of its acceptance of the Shares
tendered in the Offer, Purchaser acquired sufficient Shares to complete the Merger without the affirmative vote of the Company’s stockholders pursuant to Section 251(h) of the DGCL. At the effective time of the Merger, each issued and
outstanding Share (other than Shares held by the Company, Ionis, Purchaser, any wholly owned subsidiary of Ionis or Purchaser, or by stockholders of the Company 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 the Nasdaq Global Select Market. Ionis intends to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Company’s reporting
obligations under the Exchange Act as promptly as practicable.