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 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 the first 5 years.
Liquidity as of Dec 31, 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.
In July 2018 the Group raised CHF 505 million through the concurrent issuance of new shares and convertible bonds resulting in net proceeds of CHF 498 m due to issuance costs (CHF 4 million) and stamp duty (CHF 3 million).
As of December 31, 2018, liquidity consisted of cash and cash equivalents of CHF 799 million, short-term deposits of CHF 123 million and long-term deposits of CHF 298 million.
Liquidity of CHF 1,220 million at year-end 2018 was mainly held in Swiss francs (CHF 1,009 million) and in US dollars (equivalent of CHF 205 million).
On December 31, 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 Dec 31, 2018
|Type of debt||Debt holder||Amount||
|Convertible loan||Cilag Holding AG||CHF 445 million||June 15, 2027|
|Convertible bond||-||CHF 200 million||July 17, 2024|
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 11,793,220 of the shares of the Group (representing 9% of the issued shares as of December 31, 2018).
The remaining amount of CHF 445 million outstanding as of December 31, 2018 may be converted into 38,715,114 shares of the Group by Cilag (which would result in a total shareholding of 30% based on the issued shares as of December 31, 2018) 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 December 31, 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% as of December 31, 2018 to 16%.
Further details can be found in the Financial Report of Idorsia's Annual Report 2018.
On July 17, 2018 the Group issued CHF 200 million of senior unsecured convertible bonds (“the Bonds”). 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.