CAMBRIDGE, Mass.–(BUSINESS WIRE)–Akebia Therapeutics, Inc. (Nasdaq: AKBA) today appear that it and Keryx Biopharmaceuticals, Inc. (Nasdaq: KERX) filed a absolute collective proxy account with the U.S. Antithesis and Exchange Commission (“SEC”) in affiliation with their corresponding appropriate affairs of shareholders that accept been alleged to accept actor proposals apropos to the advanced appear proposed alliance of Akebia and Keryx. Akebia is commitment a letter calm with its proxy abstracts to Akebia shareholders in affiliation with the appropriate affair of Akebia shareholders (the “Special Meeting”).
The Appropriate Affair will be captivated at 11:00 a.m. Eastern Time on December 11, 2018, at the offices of Latham & Watkins LLP, which are amid at 200 Clarendon Street, Boston, MA 02116. Holders of almanac of Akebia accepted banal as of 5:00 p.m. Eastern Time on October 22, 2018, will be advantaged to vote at the Appropriate Meeting.
The Akebia Board of Admiral absolutely recommends that Akebia shareholders vote “FOR” the proposals apropos to the proposed alliance with Keryx.
In affiliation with the filing of the absolute proxy statement, Akebia will mail the afterward letter to shareholders:
Dear Fellow Akebia Shareholder:
As Chairperson of the Akebia Board of Directors, I am autograph to animate you to vote in the accessible Appropriate Affair of Akebia shareholders to accept the actor proposals apropos to the aggregate of Akebia with Keryx Biopharmaceuticals. The Akebia Board of Admiral has been acutely focused on active amount for our shareholders. The Board absolutely believes this aggregate will accommodate abundant strategic, banking and operational allowances to Akebia shareholders.
We accept that this transaction will lower Akebia’s accident contour by accouterment it with a broader ambit of advance opportunities to enhance our bazaar position, basic assets and operational efficiency, and admission the amount of your advance in the near-term, mid-term and long-term.
In the near-term, Akebia shareholders will accretion admission to Auryxia® (ferric citrate), a U.S. Food and Drug Administration (FDA)-approved anesthetic to amusement dialysis abased abiding branch ache (CKD) patients with hyperphosphatemia and non-dialysis abased CKD patients with adamant absence anemia. In the mid-term, Auryxia’s abeyant advance is accepted to accomplish the banknote to armamentarium pro forma operations and awning the majority of Akebia’s basic needs alpha in 2020. In the long-term, Akebia shareholders abide positioned to participate in the abeyant allowances from vadadustat, an avant-garde Phase 3 artefact applicant with the abeyant to attempt in a commutual multibillion-dollar market, accountable to acknowledged achievement of its development affairs and authoritative approval, with an accustomed bartering organization.
The Akebia Board of Admiral recommends that all shareholders vote “FOR” the proposals apropos to the proposed alliance for the afterward reasons:
FULLY INTEGRATED RENAL COMPANY WITH A COMPLEMENTARY PORTFOLIO
See angel one.
COMBINATION EXPECTED TO ENHANCE CAPITAL RESOURCES AND CASH FLOW
See angel two.
EXPERIENCED RENAL MANAGEMENT TEAM AND SUBSTANTIAL ORGANIZATIONAL SYNERGIES EXPECTED TO CREATE COST SAVINGS AND LOWER RISK OF COMMERCIAL LAUNCH
VOTE FOR ENHANCED VALUE AND ACCELERATED GROWTH OPPORTUNITYVOTE “FOR” THE PROPOSALS RELATING TO AKEBIA – KERYX MERGER TODAY
The Akebia Board and administration aggregation accept been – and abide to be – awful focused on active amount for all our shareholders. We undertook a able-bodied cardinal appraisal above-mentioned to entering into the alliance acceding with Keryx, and based on that evaluation, accompanying with the candor opinions accustomed from absolute banking advisors, we accept the alliance is the optimal aisle for Akebia to body amount for Akebia shareholders over time.
Accordingly, we acclaim that shareholders vote today “FOR” the Akebia proposals set alternating in the absolute proxy statement, including “FOR” the angle to affair shares of Akebia accepted banal to Keryx shareholders in affiliation to the proposed merger.
Your vote is acutely important, no amount how abounding shares you own. Amuse booty a moment to vote “FOR” the proposals set alternating on the amid proxy agenda today – by internet, blast toll-free or by signing, dating and abiding the amid proxy agenda in the postage-paid envelope provided.
If you accept any questions or allegation abetment voting your shares, amuse acquaintance MacKenzie Partners, Inc., our proxy solicitor, by calling toll-free at (800) 322-2885 (from the U.S. and Canada) or (212) 929-5500 (call aggregate from added locations) or via email at [email protected]
On account of the Akebia Board of Directors, acknowledge you for your connected abutment of Akebia.
Muneer A. SatterChairperson of the Akebia Board of Admiral
Akebia Therapeutics, Inc. is a biopharmaceutical aggregation headquartered in Cambridge, Massachusetts, focused on carrying avant-garde therapies to patients with branch ache through hypoxia-inducible agency biology. For added information, amuse appointment our website at www.akebia.com, which does not anatomy a allotment of this release.
Added Advice and Where to Find It
In affiliation with the proposed merger, Akebia has filed with the SEC a Registration Account on Anatomy S-4, which, as amended, includes a final advertisement with account to the shares of Akebia’s accepted banal to be issued in the proposed alliance and a absolute collective proxy account of Keryx and Akebia with account to the proposed merger. The Registration Account was declared able by the SEC on October 30, 2018 and the absolute collective proxy account was mailed or contrarily fabricated accessible to Keryx’s and Akebia’s corresponding stockholders on or about October 31, 2018. BEFORE MAKING ANY VOTING DECISION, AKEBIA’S AND KERYX’S RESPECTIVE SHAREHOLDERS 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 shareholders can access a chargeless archetype of the collective proxy statement/prospectus and added abstracts absolute important advice about Akebia and Keryx filed with or furnished to the SEC, through the website maintained by the SEC at www.sec.gov. Akebia and Keryx accomplish accessible chargeless of allegation at www.akebia.com (in the “Investors” section) and www.keryx.com, appropriately (in the “Investors & Media” section), copies of abstracts they book with, or accouter to, the SEC.
Participants in the Address
Akebia, Keryx and their corresponding directors, controlling admiral and assertive advisers and added bodies may be accounted to be participants in the address of proxies from the shareholders of Akebia and Keryx in affiliation with the proposed merger. Security holders may access advice apropos the names, affiliations and interests of Akebia’s admiral and admiral in Akebia’s Anniversary Address on Anatomy 10-K for the budgetary year concluded December 31, 2017, which was filed with the SEC on March 12, 2018 and its absolute proxy account for the 2018 anniversary affair of shareholders, which was filed with the SEC on April 30, 2018. Security holders may access advice apropos the names, affiliations and interests of Keryx’s admiral and admiral in Keryx’s Anniversary Address on Anatomy 10-K for the budgetary year concluded December 31, 2017, which was filed with the SEC on February 21, 2018, and the Amendment No. 1 on Anatomy 10-K/A, which was filed with the SEC on April 30, 2018, and its absolute proxy account for the 2018 anniversary affair of shareholders, which was filed with the SEC on May 31, 2018. To the admeasurement the backing of Akebia’s antithesis by Akebia’s admiral and controlling admiral or the backing of Keryx antithesis by Keryx’s admiral and controlling admiral accept afflicted back the amounts set alternating in Akebia’s or Keryx’s corresponding proxy account for its 2018 anniversary affair of shareholders, such changes accept been or will be reflected on Statements of Change in Ownership on Anatomy 4 filed with the SEC. Added advice apropos the interests of such individuals in the proposed alliance are included in the collective proxy statement/prospectus apropos to the proposed alliance that was filed with the SEC. These abstracts may be acquired chargeless of allegation 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 certificate does not aggregate a address of proxy, an action to acquirement or a address of an action to advertise any securities.
Advanced Attractive Statements
These abstracts accommodate advanced statements aural the acceptation of the federal antithesis law. Such statements are based aloft accepted plans, estimates and expectations that are accountable to assorted risks and uncertainties. The admittance of advanced statements should not be admired as a representation that such plans, estimates and expectations will be achieved. Words such as “believe,” “build,” “create,” “drive,” “enhance,” “estimate,” “expect,” “goal,” “leverage,” “may,” “maximize,” “opportunity,” “optimal,” “plan,” “position,” “potential” “will,” “would,” and words and agreement of agnate actuality acclimated in affiliation with any altercation of approaching plans, accomplishments or contest analyze advanced statements. All statements, added than absolute facts, including statements apropos the adeptness of the parties to complete the alliance because the assorted closing conditions; the cleanup of the merger; the abeyant allowances of the merger; creating actor value; the advance abeyant of Auryxia and the bazaar abeyant of Auryxia and vadadustat are advanced attractive statements. Important factors that could account absolute after-effects to alter materially from Akebia’s and Keryx’s plans, estimates or expectations could include, but are not bound to: (i) Akebia or Keryx may be clumsy to access stockholder approval as appropriate for the merger; (ii) altitude to the closing of the alliance may not be satisfied; (iii) the alliance may absorb abrupt costs, liabilities or delays; (iv) the aftereffect of the advertisement of the alliance on the adeptness of Akebia or Keryx to absorb and appoint key cadre and advance relationships with customers, suppliers and others with whom Akebia or Keryx does business, or on Akebia’s or Keryx’s operating after-effects and business generally; (v) Akebia’s or Keryx’s corresponding businesses may ache as a aftereffect of ambiguity surrounding the alliance and disruption of management’s absorption due to the merger; (vi) the aftereffect of any acknowledged affairs accompanying to the merger; (vii) Akebia or Keryx may be abnormally afflicted by added economic, business, and/or aggressive factors; (viii) the accident of any event, change or added affairs that could accord acceleration to the abortion of the alliance agreement; (ix) risks that the alliance disrupts accepted affairs and operations and the abeyant difficulties in agent assimilation as a aftereffect of the merger; (x) the accident that Akebia or Keryx may be clumsy to access authoritative and authoritative approvals appropriate for the transaction, or that appropriate authoritative and authoritative approvals may adjournment the transaction or aftereffect in the artifice of altitude that could abate the advancing allowances from the proposed transaction or account the parties to carelessness the proposed transaction; (xi) risks that the advancing allowances of the alliance or added bartering opportunities may contrarily not be absolutely accomplished or may booty best to apprehend than expected; (xii) the appulse of legislative, regulatory, aggressive and abstruse changes, including the contempo changes to agreement advantage for Auryxia that could accept a actual adverse aftereffect on Auryxia sales and profitability; (xiii) expectations for approaching analytic trials, the timing and abeyant outcomes of analytic studies and interactions with authoritative authorities; and (xiv) added risks to the cleanup of the merger, including the accident that the alliance will not be consummated aural the accepted time aeon or at all. Added factors that may affect the approaching after-effects of Akebia and Keryx are set alternating in their corresponding filings with the SEC, including anniversary of Akebia’s and Keryx’s best afresh filed Anniversary Address on Anatomy 10-K, consecutive Anniversary Reports on Anatomy 10-Q, Accepted Reports on Anatomy 8-K, in the absolute collective proxy statement/prospectus filed by Akebia and Keryx and added filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. See in accurate “Risk Factors” in the absolute collective proxy statement/prospectus filed by Akebia and Keryx, Item 1A of Akebia’s Anniversary Address on Anatomy 10-Q for the division concluded June 30, 2018 beneath the branch “Risk Factors,” and Item 1A of Keryx’s Anniversary Address on Anatomy 10-Q for the division concluded June 30, 2018 beneath the branch “Risk Factors.” The risks and uncertainties declared aloft and in the absolute collective proxy statement/prospectus filed by Akebia and Keryx, Akebia’s best contempo Anniversary Address on Anatomy 10-Q and Keryx’s best contempo Anniversary Address on Anatomy 10-Q are not absolute and added advice apropos Akebia and Keryx and their corresponding businesses, including factors that potentially could materially affect their corresponding businesses, banking action or operating results, may appear from time to time. Readers are apprenticed to accede these factors anxiously in evaluating these advanced statements, and not to abode disproportionate assurance on any advanced statements. Readers should additionally anxiously analysis the accident factors declared in added abstracts that Akebia and Keryx book from time to time with the SEC. The advanced statements in these abstracts allege alone as of the date of these materials. Except as appropriate by law, Akebia and Keryx accept no obligation to amend or alter these advanced statements for any reason, alike if new advice becomes accessible in the future.
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