Keryx Board Unanimously Supports Merger with Akebia
and Encourages Stockholders to vote “FOR” the
Merger Proposals
Keryx Biopharmaceuticals, Inc. (NASDAQ:KERX) today announced that
it and Akebia Therapeutics, Inc. (NASDAQ: AKBA) have filed
definitive proxy materials with the U.S. Securities and Exchange
Commission (“SEC”) in connection with their respective Special
Meetings of Stockholders that have been called to approve the
previously announced proposed merger of Keryx and Akebia. The
definitive joint proxy statement is available on the Investor
Relations section of Keryx’s website, as well as www.sec.gov, and
will be mailed to all Keryx common stockholders entitled to vote at
the Special Meeting.
Keryx’s Special Meeting of Stockholders is
scheduled to take place on December 11, 2018 at the offices of
Goodwin Procter LLP, 100 Northern Avenue, Boston, Massachusetts
02210 at 11:00 a.m. Eastern Time. All Keryx common stockholders of
record as of the close of business on October 22, 2018 will be
entitled to vote their shares either in person or by proxy at the
Special Meeting.
“The Keryx Board is enthusiastic and unanimous
in its support of the Akebia merger and believes this transaction
maximizes value for Keryx stockholders,” said Michael W. Rogers,
Chairman of the Keryx Board of Directors. “We encourage our
stockholders to vote their shares in favor of this transformational
merger, which creates a renal-focused company with a commitment to
developing and delivering innovative therapeutic products.”
The Keryx Board unanimously recommends that
Keryx stockholders vote “FOR” the merger-related
proposals included in the definitive joint proxy statement.
If you have any questions, require assistance
with voting your proxy card, or need additional copies of the proxy
materials, please contact:
Georgeson 1290 Avenue of the
Americas, 9th FloorNew York, NY 10104Toll-Free: (888) 680-1525
About Keryx
Biopharmaceuticals
Keryx Biopharmaceuticals, Inc., headquartered in
Boston, Massachusetts, is focused on the development and
commercialization of innovative medicines that provide unique and
meaningful advantages to people with kidney disease. The Keryx team
works with passion to advance the care of people with this complex
disease. This dedication has resulted in two FDA-approved
indications for Keryx’s first medicine, Auryxia (ferric citrate)
tablets. For more information about Keryx, please visit
www.keryx.com.
Additional Information and Where to Find It
In connection with the proposed merger, Akebia has filed with
the SEC a Registration Statement on Form S-4, which, as amended,
includes a final prospectus with respect to the shares of Akebia’s
common stock to be issued in the proposed merger and a definitive
joint proxy statement of Keryx and Akebia with respect to the
proposed merger. The Registration Statement was declared effective
by the SEC on October 30, 2018 and the definitive joint proxy
statement was mailed or otherwise made available to Keryx’s and
Akebia’s respective stockholders on or about October 31, 2018.
BEFORE MAKING ANY VOTING DECISION, AKEBIA’S AND KERYX’S RESPECTIVE
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF AKEBIA AND
KERYX WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Investors and stockholders
will be able to obtain a free copy of the joint proxy
statement/prospectus and other documents containing important
information about Akebia and Keryx, with the SEC, through the
website maintained by the SEC at www.sec.gov. Akebia and Keryx make
available free of charge at www.akebia.com and www.keryx.com,
respectively (in the “Investors” section), copies of materials they
file with, or furnish to, the SEC.
Participants in the Solicitation
Akebia, Keryx and their respective directors, executive officers
and certain employees and other persons may be deemed to be
participants in the solicitation of proxies from the stockholders
of Akebia and Keryx in connection with the proposed merger.
Security holders may obtain information regarding the names,
affiliations and interests of Akebia’s directors and officers in
Akebia’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, which was filed with the SEC on March 12, 2018
and its definitive proxy statement for the 2018 annual meeting of
stockholders, which was filed with the SEC on April 30, 2018.
Security holders may obtain information regarding the names,
affiliations and interests of Keryx’s directors and officers in
Keryx’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, which was filed with the SEC on February 21,
2018, and the Amendment No. 1 on Form 10-K/A, which was filed with
the SEC on April 30, 2018, and its definitive proxy statement for
the 2018 annual meeting of stockholders, which was filed with the
SEC on May 31, 2018. To the extent the holdings of Akebia’s
securities by Akebia’s directors and executive officers or the
holdings of Keryx securities by Keryx’s directors and executive
officers have changed since the amounts set forth in Akebia’s or
Keryx’s respective proxy statement for its 2018 annual meeting of
stockholders, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of such individuals
in the proposed merger are included in the joint proxy
statement/prospectus relating to the proposed merger that was filed
with the SEC. These documents may be obtained free of charge from
the SEC’s website at www.sec.gov, Akebia’s website at
www.akebia.com and Keryx’s website at www.keryx.com.
This document does not constitute a solicitation of proxy, an
offer to purchase or a solicitation of an offer to sell any
securities.
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of the federal securities law. Such statements are based
upon current plans, estimates and expectations that are subject to
various risks and uncertainties. The inclusion of forward-looking
statements should not be regarded as a representation that such
plans, estimates and expectations will be achieved. Words such as
“anticipate,” “create,” “expect,” “project,” “intend,” “believe,”
“may,” “will,” “should,” “plan,” “could,” “target,” “contemplate,”
“estimate,” “position,” “predict,” “potential,” “opportunity” and
words and terms of similar substance used in connection with any
discussion of future plans, actions or events identify
forward-looking statements. All statements, other than historical
facts, including statements regarding the ability of the parties to
complete the merger considering the various closing conditions; the
consummation of the merger and the potential benefits of the merger
are forward looking statements. Important factors that could cause
actual results to differ materially from Akebia’s and Keryx’s
plans, estimates or expectations could include, but are not limited
to: (i) Akebia or Keryx may be unable to obtain stockholder
approval as required for the merger; (ii) conditions to the closing
of the merger may not be satisfied; (iii) the merger may involve
unexpected costs, liabilities or delays; (iv) the effect of the
announcement of the merger on the ability of Akebia or Keryx to
retain and hire key personnel and maintain relationships with
customers, suppliers and others with whom Akebia or Keryx does
business, or on Akebia’s or Keryx’s operating results and business
generally; (v) Akebia’s or Keryx’s respective businesses may suffer
as a result of uncertainty surrounding the merger and disruption of
management’s attention due to the merger; (vi) the outcome of any
legal proceedings related to the merger; (vii) Akebia or Keryx may
be adversely affected by other economic, business, and/or
competitive factors; (viii) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; (ix) risks that the merger disrupts current plans
and operations and the potential difficulties in employee retention
as a result of the merger; (x) the risk that Akebia or Keryx may be
unable to obtain governmental and regulatory approvals required for
the transaction, or that required governmental and regulatory
approvals may delay the transaction or result in the imposition of
conditions that could reduce the anticipated benefits from the
proposed transaction or cause the parties to abandon the proposed
transaction; (xi) risks that the anticipated benefits of the merger
or other commercial opportunities may otherwise not be fully
realized or may take longer to realize than expected; (xii) the
impact of legislative, regulatory, competitive and technological
changes, including the recent changes to reimbursement coverage for
Auryxia that could have a material adverse effect on Auryxia sales
and profitability; (xiii) expectations for future clinical trials,
the timing and potential outcomes of clinical trials and
interactions with regulatory authorities; and (xiv) other risks to
the consummation of the merger, including the risk that the merger
will not be consummated within the expected time period or at all.
Additional factors that may affect the future results of Akebia and
Keryx are set forth in their respective filings with the SEC,
including each of Akebia’s and Keryx’s most recently filed Annual
Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, in the definitive joint proxy
statement/prospectus filed by Akebia and Keryx and other filings
with the SEC, which are available on the SEC’s website at
www.sec.gov. See in particular “Risk Factors” in the joint proxy
statement/prospectus, Item 1A of Akebia’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2018 under the heading “Risk
Factors” and Item 1A of Keryx’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2018 under the heading “Risk Factors.”
The risks and uncertainties described above and in Akebia’s most
recent Quarterly Report on Form 10-Q and Keryx’s most recent
Quarterly Report on Form 10-Q are not exclusive and further
information concerning Akebia and Keryx and their respective
businesses, including factors that potentially could materially
affect their respective businesses, financial condition or
operating results, may emerge from time to time. Readers are urged
to consider these factors carefully in evaluating these
forward-looking statements, and not to place undue reliance on any
forward-looking statements. Readers should also carefully review
the risk factors described in other documents that Akebia and Keryx
file from time to time with the SEC. The forward-looking statements
in these materials speak only as of the date of these materials.
Except as required by law, Akebia and Keryx assume no obligation to
update or revise these forward-looking statements for any reason,
even if new information becomes available in the future.
Keryx Biopharmaceuticals Contact
Amy Sullivan
Senior Vice President, Corporate Affairs
T: (617) 466-3519
investors@keryx.com
media@keryx.com
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