Company funding

Idorsia started with CHF 1 billion in cash at the demerger with CHF 420 million from the spinoff from Actelion and CHF 580 million from the convertible loan provided by Cilag.

In July 2018, Idorsia raised CHF 505 million through the concurrent issuance of new shares and convertible bonds.

In May 2020, Idorsia privately placed 11 million new registered shares at CHF 30 per new share receiving gross proceeds of CHF 330 million through an accelerated book-building process.

In October 2020, Idorsia issued 23.8 million new registered shares from existing authorized share capital at CHF 22.50 per new share receiving gross proceeds of CHF 535.5 million through an at-market rights offering.

In August 2021, Idorsia placed CHF 600 million senior unsecured convertible bonds due 2028 convertible into 19.0 million shares of Idorsia.

In September 2022, Idorsia entered into a sale and leaseback agreement with a private Swiss company for Idorsia’s research and development building at its headquarters in Allschwil. The building was sold for CHF 164 million (net proceeds of CHF 162 million) and leased back by Idorsia from October 1, 2022.

As of December 31, 2022, liquidity of CHF 466 million consisted of cash (CHF 146 million) and short-term deposits (CHF 320 million).

Liquidity of CHF 466 million at December 31, 2022 was mainly held in Swiss francs (CHF 336 million) and in US dollars (equivalent of CHF 116 million).

Convertible loan - Cilag

On June 15, 2017, Cilag Holding AG (“Cilag”) provided a loan of CHF 580 million to Idorsia, which was convertible into ordinary shares of Idorsia up to an aggregate of 32% of the share capital at the time that the loan was provided. The loan does not carry interest, has a term of 10 years and matures on June 15, 2027.

On June 19, 2017, a first tranche of the convertible loan of CHF 135 million was mandatorily converted and Cilag acquired 11.8 million shares of Idorsia. These shares were sold by Cilag in a secondary offering on July 8, 2020.

On November 9, 2021, a second tranche of the convertible loan of CHF 110 million was converted and Cilag acquired 9.6 million shares of Idorsia.

The remaining amount of CHF 335 million outstanding as of December 31, 2022, may be converted into 29.1 million shares of Idorsia by Cilag.

At maturity of the convertible loan, if the remaining amount has not yet been converted, Idorsia may elect to settle the remaining amount in cash or in ordinary shares of Idorsia.

More information can be found in the Full Year Financial Report 2022.

Senior unsecured convertible bonds due in 2024

On July 17, 2018, Idorsia issued CHF 200 million (1,000 bonds with a denomination of CHF 200,000 per bond) of senior unsecured convertible bonds. The bonds were issued at par.

The bonds have an interest rate of 0.75% per annum (paid annually in arrears) and a conversion price of CHF 33.95, subject to customary antidilution provisions and dividend protection.

The bonds have a term of six years, maturing on July 17, 2024, and will be redeemed at 100% of the principal amount. Idorsia may redeem the bonds before the maturity date (i) at any time after August 7, 2022, if the volume-weighted average price of the Idorsia share is at least 150% of the prevailing conversion price during a specified period or (ii) if less than 15% in aggregate of the principal amount of the bonds is outstanding.

The bonds are convertible into registered shares of Idorsia on or after August 27, 2018. The conversion ratio is currently 5,891.0162 shares per bond. The shares are sourced from the Idorsia’s conditional capital. Assuming full conversion, the number of shares to be issued amounts to 5,891,016 registered shares, which represented 4.5% of the outstanding shares at the time of the issuance of the bonds (i.e. 131,042,140 outstanding shares).

More information can be found in the Full Year Financial Report 2022.

Senior unsecured convertible bonds due in 2028

On August 4, 2021, Idorsia issued CHF 600 million (3,000 bonds with a denomination of CHF 200,000 per bond) of senior unsecured convertible bonds. The bonds were issued at par.

The bonds have an interest rate of 2.125% per annum (paid annually in arrears) and a conversion price of CHF 31.54, subject to customary antidilution provisions and dividend protection.

The bonds have a term of seven years, maturing on August 4, 2028, and will be redeemed at 100% of the principal amount. Idorsia may redeem the bonds before the maturity date (i) at any time after August 24, 2025, if the volume-weighted average price of the Idorsia share is at least 150% of the prevailing conversion price during a specified period or (ii) if less than 15% in aggregate of the principal amount of the bonds is outstanding. The investors may request redemption of the bonds on the 5th anniversary of the settlement date or upon a change of control and in case of delisting of shares.

The bonds are convertible into registered shares of Idorsia on or after September 13, 2021. The conversion ratio is currently 6,341.15409 shares per bond. The shares are sourced from Idorsia’s conditional capital. Assuming full conversion, the number of shares to be issued amounts to 19,023,462 registered shares, which represented 11.4% of the outstanding shares at the time of the issuance of the bonds (i.e. 167,339,231 outstanding shares).

More information can be found in the Full Year Financial Report 2022.

Sale and leaseback transaction

Idorsia entered into a sale and leaseback agreement for its research and development building at its headquarters. The transaction generated gross proceeds of CHF 164 m (net proceeds after transaction costs: CHF 162 m). The transaction does not qualify as a sale for US GAAP purposes as there is an option to repurchase the building. The assets associated with this transaction remain on the balance sheet within Property, plant and equipment, net and the related liability is recorded under Other financial liabilities. The cash proceeds are treated as financing inflows on the cash flows statement.

More information can be found in the Full Year Financial Report 2022.