Market Overview

Leading Independent Proxy Advisory Firm Glass Lewis Joins ISS in Recommending Akebia Shareholders Vote "FOR" Proposed Merger with Keryx


Akebia Urges Shareholders to Vote "FOR" the Merger-Related
Shareholder Proposals Today

Akebia Therapeutics, Inc. (NASDAQ:AKBA) ("Akebia" or the "Company")
today announced that leading independent proxy advisory firm, Glass
Lewis & Co. ("Glass Lewis"), joins Institutional Shareholder Services
("ISS") in recommending that Akebia shareholders vote "FOR" the
shareholder proposals relating to the Company's proposed merger with
Keryx Biopharmaceuticals (NASDAQ:KERX).

In its report dated November 29, 2018, Glass Lewis stated:1

  • "Based on the foregoing factors and the unanimous support of the
    board, we believe there is sufficient procedural, strategic and
    financial cause for investor support here. Accordingly, we recommend
    shareholders vote FOR this proposal."
  • "Speaking first to strategic fit, we believe the fundamental
    underpinnings of the proposed arrangement are both straightforward and
  • "Akebia has, in our view, reasonably elected to partner with another
    renal disease-focused enterprise with existing sales and marketing
    infrastructure and an approved treatment."

Commenting on the reports, Muneer A. Satter, Chairperson of the Akebia
Board of Directors, said, "We are pleased that both Glass Lewis and ISS
support our proposed combination with Keryx and recommend that Akebia
shareholders vote "FOR" the shareholder proposals relating to the
merger. Our Board, which unanimously approved this transaction, is
confident that merging with Keryx to create a fully integrated renal
company provides Akebia with the best opportunity for long-term value
creation. We strongly urge all Akebia shareholders to follow the
recommendations of ISS and Glass Lewis and vote "FOR" the shareholder
proposals relating to the proposed combination with Keryx today."

The merger of Akebia and Keryx is subject to the satisfaction of various
closing conditions, including approval by shareholders of both
companies. The special meeting of Akebia shareholders to vote on matters
relating to the proposed merger has been scheduled for December 11,
2018. Holders of record of Akebia common stock as of 5:00 p.m. Eastern
Time on October 22, 2018, will be entitled to vote at the special

The Akebia Board of Directors strongly urges Akebia shareholders to vote
"FOR" the Akebia proposals set forth in the definitive proxy
statement, including "FOR" the proposal to issue shares of Akebia
common stock to Keryx shareholders in relation to the proposed merger

Akebia shareholders who have questions or need assistance voting their
shares should contact Akebia's proxy solicitor, MacKenzie Partners,
Inc., by calling toll-free at (800) 322-2885 (from the U.S. and Canada)
or (212) 929-5500 (call collect from other locations) or via email at

Evercore Group L.L.C. and J.P. Morgan Securities LLC are serving as
financial advisors to Akebia and Latham & Watkins LLP is serving as
legal advisor to Akebia.

About Akebia Therapeutics

Akebia Therapeutics, Inc. is a biopharmaceutical company headquartered
in Cambridge, Massachusetts, focused on delivering innovative therapies
to patients with kidney disease through hypoxia-inducible factor
biology. For more information, please visit our website at,
which does not form a part of this release.

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
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.
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
Akebia and Keryx make available free of charge at
(in the "Investors" section) and
(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,
Akebia's website at
and Keryx's website at

This document does not constitute a solicitation of proxy, an offer to
purchase or a solicitation of an offer to sell any securities.

1 Permission to use neither sought nor obtained.

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