Keryx Biopharmaceuticals, Inc. (Nasdaq: KERX), a biopharmaceutical
company focused on bringing innovative medicines to people with
kidney disease, today announced that leading independent proxy
advisory firm Glass, Lewis & Co. (“Glass Lewis”) recommends
Keryx stockholders vote
“FOR” the proposals
relating to the proposed merger with Akebia Therapeutics, Inc.
(Nasdaq: AKBA) at the Special Meeting of Keryx stockholders to be
held on December 11, 2018.
In recommending that Keryx stockholders vote
“FOR” the merger and the related proposals, Glass
Lewis recognized in its November 29, 2018 report that “the
fundamental underpinnings of the proposed arrangement are both
straightforward and sound” and that there is “a compelling case to
combine the two firms.” 1
YOUR VOTE IS IMPORTANT - PLEASE VOTE
TODAY
The Keryx Board unanimously recommends that Keryx stockholders
vote “FOR” the proposals relating to the proposed
merger. Additionally, Keryx’s largest stockholder, The Baupost
Group, LLC, has entered into a voting agreement in support of the
transaction.
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.
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,”
“working to,” “look forward” 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 the ability of
the parties to complete the merger; expectations for the combined
company; the value proposition of the transaction for stockholders;
and 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, including the receipt by Keryx of a notice
letters on October 31, 2018, and November 6, 2018, regarding
abbreviated new drug applications submitted to the FDA requesting
approval to market, sell and use a generic version of the Auryxia;
(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 U.S.
Securities and Exchange Commission (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, 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
September 30, 2018, under the heading “Risk Factors” and Item
1A of Keryx’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2018, under the heading “Risk Factors.”
The risks and uncertainties described above and in the definitive
joint proxy statement/prospectus, 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.
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 October 31, 2018. BEFORE
MAKING ANY VOTING DECISION, KERYX’S AND AKEBIA’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 can
obtain a free copy of the joint proxy statement/prospectus and
other documents containing important information about Akebia and
Keryx, once such documents are filed 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 (in the “Investors”
section) and www.keryx.com (in the “Investors & Media”
section), respectively, copies of materials they file with, or
furnish to, the SEC.
Participants in the Merger 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.
Information regarding the interests of such individuals in the
proposed merger, by security holdings or otherwise, is included in
the joint proxy statement/prospectus relating to the proposed
merger that has been filed with the SEC. In addition, 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,
and 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
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 the joint
proxy statement/prospectus, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. These documents (when available) 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.
Keryx Biopharmaceuticals ContactAmy
SullivanSenior Vice President, Corporate AffairsT: (617)
466-3519investors@keryx.commedia@keryx.com
1 Permission to use quotations neither sought nor obtained.
Keryx Biopharmaceuticals, Inc. (delisted) (NASDAQ:KERX)
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