Idorsia Ltd (IDIA) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the Idorsia Secures Future Operations Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Andrew Jones, Head of Corporate Communications. Please go ahead.

Thank you, Nadia. Good afternoon or good morning to you all. My name is Andrew Jones, and I want to welcome everyone to our webcast conference call to discuss today's announcement. I will shortly hand you over to our CEO, André Muller, who will walk you through the rather complex solution to our convertible bond debt and the raising of additional funds that we have secured for the ongoing operations. And then we'll open the line for questions when André will be joined by Julien, our Group General Counsel; and Arno, our Chief Financial Officer. Next slide. As the team will be talking about the future of the company, I would like to remind you, these are forward-looking statements. You have therefore been appropriately warned about the risks and opportunities of investing in Idorsia shares. And with that, I hand over to André. Next slide.

Yes. Thank you, Andrew. And maybe before addressing today's topic, I would like to start by welcoming you since you will be taking the reins from another Andrew, Andrew Weiss, who is stepping down from his role as Head of Investor Relations, Corporate Communications and Public Affairs, and leaving Idorsia to pursue other opportunities. I would really like to take this opportunity to personally thank Andrew for all that he has done for both Idorsia since the demerger from Actelion, and Actelion before that time and almost for 11 years, and I really wish him all the best for the future. Now let's go on to today's business. As you have seen from multiple press releases, we've been working hard over the past few weeks to bring you the news that we have secured bondholder support to restructure our convertible bonds and also to secure new funding in order to enter the Idorsia future. And I can say what a difference it makes in only 1 month since we addressed everyone at JPMorgan. We were planning at that time -- it was less than 5 weeks ago, we were planning to go in a very different direction. Next slide. Mid-January, we were moving full steam ahead towards the aprocitentan deal. And this was really the first step in a series of short-term priorities, as you can see on this Slide #4. The operational restructuring was well underway, where we prioritized our portfolio. We started preparing some of our early-stage pipeline assets for out-licensing. And unfortunately, we had to reduce our workforce by approximately 250 positions. Restructuring the convertible bond debt and finding new money was to follow. However, the decision that the undisclosed party will not close the contemplated aprocitentan deal meant that Idorsia needed urgently to secure cash from other sources. And more on aprocitentan a little later. As a result, we needed, let's call it, in a nimble and agile approach, to secure the future for Idorsia. Next slide. We now arrive at a new set of priorities. First, as you can see, working with our partner, Viatris, to release some pressure on the cash requirements. And second and third, working with bondholders to fund the company's operation while removing the debt overhang. These initiatives were intertwined and really essential to significantly extend the cash runway to allow us to advance our business and create value for all stakeholders. And this would also allow us to pivot to an alternative partner for the rights to aprocitentan. Next slide. Slide 6. So you see that we announced this morning this agreement with Viatris that relieves significant pressure on our 2025 cash flow and allows Idorsia to maximize the new money facility to be provided by some of the bondholders. We have updated certain terms of the original global development and commercialization collaboration with Viatris that we entered into in -- less than a year ago in March 2024. So in exchange, for a USD 100 million reduction to Idorsia's contribution to the development costs due this year 2025, Idorsia has agreed to a USD 250 million reduction in future potential regulatory and sales milestone payments. Idorsia will also consent that Nxera Pharma assign its development and commercialization rights for cenerimod in the APAC region to Viatris. So with this, Viatris will own worldwide development and commercialization rights, not only for selatogrel, but also for cenerimod. And I see this as an upside for both partners, Idorsia and Viatris, to accelerate the development of cenerimod Phase III study by including Japanese centers. Next slide. The main holders of Idorsia convertible bond debt have cooperated with the company to find a tailored solution to provide new funding and remove the short to midterm debt overhang. We've been able to secure new funding for a net amount of CHF 150 million that will significantly extend our cash runway. This new money facility will be repaid with interest within 24 months and is fully backstopped by a bondholder group who will receive, pro rata to their participation, a backstop fee of 9 million Idorsia shares and 8 million Idorsia warrants, which have a strike price of CHF 1.50, and that the bondholders will be able to exercise any time before the maturity of the new money facility, so 24 months. All bondholders will also be invited to participate in this fully backstopped new money facility. Those bondholders participating in the new money facility will be entitled to receive, again, pro rata to their participation in this new facility, up to a total of 10.5 million Idorsia shares and up to 9.5 million Idorsia warrants, again, at the same strike, CHF 1.50, and that can be exercised any time within the next 24 months before maturity of the new money facility. Next slide. So on this Slide 8, you see that we have 2 convertible bonds outstanding. The CHF 200 million convertible bond due in 2025 and the CHF 600 million convertible bonds due in 2028. But bondholders have a put option, so they may already request the redemption of this bond in August 2026. In addition, we have a convertible loan from Johnson & Johnson that is due to mature mid-June 2027, actually 10 years after demerger from Actelion. This loan will eventually convert into shares of Idorsia at maturity, or earlier if J&J would decide to convert this loan in the meantime. We've been in discussion with certain bondholders to explore various options, and all parties involved have agreed to see a tailored approach to achieve this holistic restructuring of the company's convertible bond debt, as you will see in the next slide. So on this Slide 9, you see that actually there are 3 things that must happen for this restructure to work. First step is the extension of the CB2025. And you have seen the press release issued yesterday evening. We achieved a 79% positive vote, so way above the 2/3 required majority to validly pass resolutions, meaning that the 8 months extension is approved for the '25 convertible bonds. These 8 months give us ample time in order to implement the next 2 steps. Next slide, please. So this second step. We intend to publish invitation to bondholders' meetings to amend the terms of both convertible bonds, CB25 and CB28, to, among others, extend the maturity date by 10 years. That's what I told you, is really to remove the debt, but more importantly, cash overhang with the convertible bonds. And again, a required 2/3 majority of bondholders have already agreed through binding lockup agreements to vote in favor of the restructuring with the main terms that you can see on this slide. Next slide, please. Third step. That's the SPV, so this special purpose vehicle that will be created. And all bondholders will be offered the opportunity to exchange their convertible bonds, Idorsia convertible bonds, for newly created notes issued by the SPV. For those bondholders who will participate in the exchange, they will be entitled to receive, again, pro rata to their participation in the exchange, up to a total of 8 million Idorsia shares and up to a total of 8 million Idorsia warrants, again, at a strike price of CHF 1.50, and again, exercisable at any time in the next 24 months. Next slide. Now let's have a look at how this will play out. It will begin with the creation of the SPV. Next slide. We will then transfer to this SPV, Idorsia's rights to selatogrel and cenerimod, which is partnered with Viatris, and our rights to aprocitentan. Next slide. Holders of the convertible bonds will then be offered the opportunity to exchange the bonds on a voluntary basis for SPV notes, which means that future milestone and royalty payments for the assets in the SPV, including any potential net proceeds from an aprocitentan deal, will be used to repay the SPV notes. Next slide. Once all the SPV notes, principal and interest, have been paid, the SPV becomes debt-free, and then Idorsia has a call option to get the full rights to all 3 products back. This means we retain the long-term value and it gives an added incentive to get the best deal possible for aprocitentan. Next slide. Well, this Slide #16 looks a little busy, but let's look at what it would mean if all bondholders would exchange the Idorsia convertible bonds, '25 and '28, for SPV notes. And it's a voluntary exchange, as I already mentioned, but I strongly believe it makes sense for both the company and the bondholders. So if you're looking at the financial liabilities today, so that's the left part of this slide, pre-restructure. We have financial liabilities around CHF 1.15 billion made up of the convertible debt, which would be CHF 812 million after capitalization of fees that will be granted in connection with the extension and the restructuring of the bonds. And we have also the convertible loan from Johnson & Johnson that is due to mature in 2027 for CHF 335 million. We have also a contingent liability in connection with the return of the rights of aprocitentan from J&J., but I did not mention it on this slide because it's not included in our balance sheet. But of course, needless to say, we value our relationship with J&J, and both Idorsia and SPV will remain committed to repay this contingent liability. If you're looking at the assets, that's mainly the IP of QUVIVIQ; the IP of aprocitentan, so TRYVIO and JERAYGO; the rights to the payments, future milestone and royalties from the Viatris deal for selatogrel and cenerimod; all the other IP from our development portfolio and all other assets mainly relating to the operating business, so inventory, trade debtors, et cetera. After the restructure, so that's the right-hand side in blue. Remember, this is a scenario where all bondholders exchange for the SPV notes. As you can see here, the CHF 812 million convertible bond debt would move to the SPV with the rights to aprocitentan IP and Idorsia rights to the Viatris deal. Leaving Idorsia with the convertible loan from J&J, CHF 335 million, again at maturity converting into shares; and the loan provided by the bondholders, I mentioned to you CHF 150 million net. The gross amount will be CHF 158 million approximately, which means that we would be left with debt financial liability of CHF 493 million, and we would still have the rights to QUVIVIQ IP and all our other assets. Next slide. The same slide as the previous one except that, here, we consider that only the bondholders who agreed to a lockup agreement, you see here LUA, lockup agreement, would exchange their convertible bonds '25 and '28 into the SPV notes. And as you can see, the SPV would be less indebted and Idorsia would carry an additional CHF 203 million at the maximum. This means that we would pay off the SPV faster. And remember that the new conditions of the convertible bonds means that the maturity is extended out by 10 years. The assets remain the same. Next slide. All in all, our announcement today totally changed the financial situation of Idorsia. Why? First, because we -- Idorsia will be relieved from the significant debt overhang, removing significant and immediate cash requirements. And also adding significant new money funding, which allows Idorsia to continue to operate into 2026 and empowering us to take control of our future. Now it's up to all of us at Idorsia to make the money last and make the right decision on how we will spend this new money. We have already some clear priorities, as you can see in the next slide. This is Slide #19. But firstly, starting from the top left, we need to find a partner for aprocitentan. This has not changed. And we need to support other partnered assets. I believe, speaking of aprocitentan, that we can secure a great deal, and we must preserve and enrich the value for a potential partner by continuing a limited launch in the U.S. for TRYVIO. The sooner we find a partner, the sooner we can repurpose the money needed for these launch activities. So our interests at Idorsia are well aligned with the interest of the SPV. Keep in mind that as soon as the debt in the SPV notes has been repaid, the rights return to Idorsia. So we keep the upside. Only time will tell, but we believe there is considerably more value in the transfer assets than the debt that will be carved out to the SPV. So there is some significant upside, not immediately, but hopefully in the mid- to long-term future for Idorsia. Secondly, the best way to solidify our future is to accelerate the success of QUVIVIQ in the EUCAN, so Europe and Canada region. Our current forecast have us reaching commercial profitability with QUVIVIQ in EUCAN in 2026. So the faster we can become commercially profitable, the greater the belief we will be in Idorsia future success. We must also continue our efforts to get the dual orexin receptor antagonist class, so the DORA class, descheduled in the U.S. And there is a good chance that we can finally unlock the true value of QUVIVIQ in the U.S. as we are seeing now in the EUCAN region, where we are able to remove -- when and if we are able to remove this barrier through a prescription. Finally, we must leverage our innovative portfolio through targeted development of some of our assets and partnering others. This could be a great source of income to keep our R&D gen fueled. And I will provide with my colleagues more color on our product performance and pipeline next week when we report our full year financial results for 2024. And with this, I'll hand over to Andrew Jones for the Q&A. Next slide, please.

Thank you, André, for walking us through the details. I hope that, that has helped people to understand some of the complexities of the restructuring. Now we have some time to address questions. As I mentioned at the beginning, we're now joined by Arno, our CFO; and Julien, our Group General Counsel, who will help deal with some of the more detailed questions. But please note that this is a call intended for broader investor audience. Perhaps bondholders who are looking for very detailed responses might ask their questions offline by contacting Investor Relations. We're also making a more detailed version of this presentation available via the Call website as highlighted in this morning's press release. And with that, operator, please open the lines for questions.

[Operator Instructions]

Don't be shy. Or you could commend me for being so clear.

Dear speakers, there are no further questions at this time.

Okay, Nadia. If there's nobody on with questions, I think we will be back next Tuesday with our full year reporting. And so perhaps people will have had some time to digest the information, and we'll come to that call where we will also be available to answer questions there.

Excuse me, I just wondered, would you like to take a question? We have just came through, a question came through.

Yes, okay. Yes. Absolutely. Go ahead.

And now the question comes from the line of Joris Zimmermann from Octavian.

I'm sorry, I dropped the line quickly. So I hope I've not missed anything and I'm asking a question again. I was just wondering on aprocitentan, clearly, you're looking for a new partner now after the negotiations with the exclusive partner have not come to a successful end. Can you maybe help us understand where you stand there? Do you really need to restart? Or do you have a pipeline of potential partners that you can quickly access now with the changes you announced?

Thanks for the question, Joris. André?

Yes. Joris, as you can imagine, it was a huge disappointment for us because, again, 1 month ago, as I alluded to, we were really planning to sign and close this transaction. And as you can imagine, the undisclosed party did not pay CHF 35 million exclusivity [ lightly ] without having the clear intent to sign and close this deal. But we have to move on. Meaning, that now we need to pivot -- because it's the end of the exclusivity period, to pivot to other alternative parties. Yes, as you can imagine, we see a process for such [ BD ] deal. We have already, before finding the exclusivity, reached out to many other parties. And we will resume this discussion with these parties and possibly some others who could be interested to partner aprocitentan, so TRYVIO and JERAYGO. One thing which is important is that from my discussion with the undisclosed party, the reason for them not to close the deal were not related to the drug. And that's very important. We continue to believe that aprocitentan has a significant potential in resistant hypertension or patients difficult to treat, and notably with patients who have CKD. So hopefully, with the help of our advisers, we will be able to pivot to an alternative partner. And of course, that's almost my first priority starting today.

Thank you, Joris. Do we have another question?

And the question comes from the line of Chiara Montironi from Van Lanschot Kempen.

I'm Chiara from Kempen, and I'm on behalf of Sushila. I was wondering when do you expect to hold the bondholders meeting to propose to extend the maturity of all the bonds by 10 years? Maybe I've missed that.

Thank you, Chiara. I'll pass over to Julien for that.

Yes. Thank you, Chiara, for your question. As you know, yesterday, we got the approval of the bondholder meeting for the extension until September. Now we needed to get the court approval. And as soon as we have the court approval, we would want to invite for the 2 of the bondholder meeting. It depends a bit on how much it takes to the court to approve the first extension, but we anticipate that we should be able to invite for the 2 bondholder meetings at some point in May or around May.

Okay. And then can I also ask something on QUVIVIQ, if you could provide an update on the scheduling time lines?

Well, we plan to have more detailed update next -- is it Tuesday?

Tuesday, the 4th.

Tuesday with the see full year results. And you will have our president and general manager in the U.S. on the line. But we are waiting. It's a question -- we don't know exactly whether it's a question of weeks or months for a positive recommendation from the FDA to [ CDA ]. Because at the end, it's the FDA to decide on the scheduling or descheduling of drugs. So the first step could come with this positive recommendation from [ CDA ]. We would expect such a decision in Q2 2025.

There are no further questions for today. I would now like to hand the conference over to the management team for any closing remarks.

Thanks, Nadia. So as André said, we have our next scheduled call for the full year financial report next Tuesday, that's March 4. And other than that, I hope that that's helped everybody to understand the situation. Thank you all for joining. And operator, please close down the lines.

This concludes today's conference call. Thank you for participating. You may now all disconnect. Have a nice day.