Idorsia began its operations after the demerger from Actelion on June 15, 2017, and registered shares of Idorsia Ltd were listed on the SIX Swiss Exchange the following day.
Idorsia’s team aims to rapidly advance its promising late-stage pipeline comprising aprocitentan, clazosentan, lucerastat and nemorexant, as well as its diverse early-stage and preclinical pipeline. The team will also establish Idorsia's commercial readiness, so as to bring Idorsia to profitability within 5 years.
Liquidity as of Jun 30, 2018
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.
Liquidity as of June 30, 2018 amounted to CHF 949 million, consisting of cash and cash equivalents (CHF 615 million), short-term deposits (CHF 85 million) and long-term deposits (CHF 250 million).
On June 30, 2018, the Group had an undrawn credit line of CHF 243 million from Cilag. The Group does not pay any commitment fee on the undrawn credit line and would pay interest at a rate of LIBOR plus 2% per year on drawn amounts. The maturity date of the facility is June 19, 2032.
Total Debt as of Jun 30, 2018
|Type of debt||Debt holder||Amount||Debt maturity|
|Convertible Loan||Cilag Holding AG||CHF 445 million||June 15, 2027|
Convertible Loan - Cilag
On June 15, 2017 Cilag provided a convertible loan of CHF 580 million to the Group with a maturity on June 15, 2027, which is convertible into ordinary shares of the Group up to an aggregate of 32% of the share capital at that time.
On June 17, 2017, a first tranche of the convertible loan of CHF 135 million was mandatorily converted and Cilag acquired 9.9% of the shares of the Group.
The remaining amount of CHF 445 million may be converted into 38,715,114 shares of the Group by Cilag (representing 22% of the shares in the Group before subsequent events) as follows:
- up to an aggregate shareholding of 16% if another shareholder holds more than 20% of the issued shares of the Group, and
- up to the balance of the remaining amount within 20 business days of the maturity date of the convertible loan. In case of a takeover of the Group, Cilag has the right to convert the convertible loan in full.
At maturity of the convertible loan, if the remaining amount has not yet been converted, the Group may elect to settle the remaining amount in cash or in ordinary shares of the Group. The shares to be issued under the convertible loan will be created from conditional capital and/or authorized capital of the Group. The loan is potentially convertible into 38,715,114 shares at a conversion price of CHF 11.48.
As of June 30, 2018, Jean-Paul and Martine Clozel owned more than 25% of the Group’s issued shares, which allows Cilag to increase its equity stake from 9.9% to 16% before subsequent events.
Further details can be found in the Financial Report of Idorsia's Annual Report 2017.
Cash raise post June 30, 2018
On July 13, 2018 the Group privately placed 11,912,000 new registered shares of CHF 0.05 par value from existing authorized capital at CHF 25.62 per new share receiving gross proceeds of CHF 305 million through an accelerated bookbuilding. The newly issued shares corresponded to approximately 10% of the Group’s currently issued share capital.
Concurrently to the private placement of new shares, the Group issued CHF 200 million of senior unsecured convertible bonds (“the Bonds”) on July 17, 2018. The Bonds mature on July 17, 2024 and are convertible into 5.9 million registered shares of the Group, sourced from existing conditional share capital, on or after August 27, 2018. The Bonds have a coupon of 0.75% and a conversion price of CHF 33.95, corresponding to a conversion premium of 32.5% above the bookbuilding price of the privately placed newly issued shares.
The net proceeds from the concurrent offerings will be used to fund the ongoing research and development of the Group’s pipeline.