Akebia Therapeutics, Inc. today announced that it and Keryx Biopharmaceuticals, Inc. filed a definitive joint proxy statement with the U.S. Securities and Exchange Commission in connection with their respective special meetings of shareholders that have been called to approve shareholder proposals relating to the previously announced proposed merger of Akebia and Keryx. Akebia is mailing a letter together with its proxy materials to Akebia shareholders in connection with the special meeting of Akebia shareholders.
The Special Meeting will be held at 11:00 a.m. Eastern Time on December 11, 2018, at the offices of Latham & Watkins LLP, which are located at 200 Clarendon Street, Boston, MA 02116. 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 Meeting.
The Akebia Board of Directors unanimously recommends that Akebia shareholders vote “FOR” the proposals relating to the proposed merger with Keryx.
In connection with the filing of the definitive proxy statement, Akebia will mail the following letter to shareholders:
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Dear Fellow Akebia Shareholder:
As Chairperson of the Akebia Board of Directors, I am writing to encourage you to vote in the upcoming Special Meeting of Akebia shareholders to approve the shareholder proposals relating to the combination of Akebia with Keryx Biopharmaceuticals. The Akebia Board of Directors has been intensely focused on driving value for our shareholders. The Board unanimously believes this combination will provide substantial strategic, financial and operational benefits to Akebia shareholders.
We believe that this transaction will lower Akebia’s risk profile by providing it with a broader range of growth opportunities to enhance our market position, capital resources and operational efficiency, and increase the value of your investment in the near-term, mid-term and long-term.
In the near-term, Akebia shareholders will gain access to Auryxia®, a U.S. Food and Drug Administration -approved medicine to treat dialysis dependent chronic kidney disease patients with hyperphosphatemia and non-dialysis dependent CKD patients with iron deficiency anemia. In the mid-term, Auryxia’s potential growth is expected to generate the cash to fund pro forma operations and cover the majority of Akebia’s capital needs beginning in 2020. In the long-term, Akebia shareholders remain positioned to participate in the potential benefits from vadadustat, an innovative Phase 3 product candidate with the potential to compete in a complementary multibillion-dollar market, subject to successful completion of its development program and regulatory approval, with an established commercial organization.
The Akebia Board of Directors recommends that all shareholders vote “FOR” the proposals relating to the proposed merger for the following reasons:
FULLY INTEGRATED RENAL COMPANY WITH A COMPLEMENTARY PORTFOLIO
- The merger will create a fully integrated renal company with a complementary portfolio comprising Keryx’s FDA-approved Auryxia and Akebia’s product candidate, vadadustat, which is in Phase 3 clinical trials
- Auryxia has substantial revenue growth potential
- In the second quarter of 2018, quarterly prescriptions for Auryxia doubled compared to the same quarter last year
- Auryxia’s second quarter 2018 market share was approximately 6% and has the potential for significant market share gains over the next several years
- Physicians express favorable perception of Auryxia in iron deficiency anemia
-Majority of physicians surveyed recognize benefits of Auryxia’s profile5
-Majority of surveyed nephrologists report satisfaction with Auryxia6
COMBINATION EXPECTED TO ENHANCE CAPITAL RESOURCES AND CASH FLOW
- The combined company will have a strong cash position with pro forma cash on hand as of June 30, 2018, of $452 million, enabling further development of vadadustat while reducing the need for future share dilution
- Keryx’s ongoing revenue streams and potential for growth are expected to enhance Akebia’s profitability and cash flow as Auryxia’s revenues have the potential to continue to increase
EXPERIENCED RENAL MANAGEMENT TEAM AND SUBSTANTIAL ORGANIZATIONAL SYNERGIES EXPECTED TO CREATE COST SAVINGS AND LOWER RISK OF COMMERCIAL LAUNCH
- Together, Akebia and Keryx plan to leverage Keryx’s existing renal commercial infrastructure, eliminating the need for Akebia as a standalone to build its own salesforce ahead of launch
- The combined company will be led by a management team with a long track record of success developing, launching and commercializing products for patients with kidney disease, including Chief Executive Officer, John P. Butler, who led the renal business at Genzyme Corporation, growing the business from $150 million to over $1 billion in revenue
- We plan to leverage our leadership’s extensive expertise in the commercial renal market with the goal of maximizing sales of Auryxia while driving launch momentum for vadadustat in the United States, subject to its regulatory approval
- We estimate potential cost savings of greater than $250 million to be realized within five years following closing
VOTE FOR ENHANCED VALUE AND ACCELERATED GROWTH OPPORTUNITY
VOTE “FOR” THE PROPOSALS RELATING TO AKEBIA – KERYX MERGER TODAY
The Akebia Board and management team have been – and continue to be – highly focused on driving value for all our shareholders. We undertook a robust strategic evaluation prior to entering into the merger agreement with Keryx, and based on that evaluation, coupled with the fairness opinions received from independent financial advisors, we believe the merger is the optimal path for Akebia to build value for Akebia shareholders over time.
Accordingly, we recommend that shareholders vote today “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.
Your vote is extremely important, no matter how many shares you own. Please take a moment to vote “FOR” the proposals set forth on the enclosed proxy card today – by internet, telephone toll-free or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
If you have any questions or need assistance voting your shares, please contact MacKenzie Partners, Inc., our proxy solicitor, by calling toll-free at (800) 322-2885 (from the U.S. and Canada) or (212) 929-5500 or via email at proxy@mackenziepartners.com.
On behalf of the Akebia Board of Directors, thank you for your continued support of Akebia.
Sincerely,
Muneer A. Satter
Chairperson of the Akebia Board of Directors
Date: November 5, 2018
Source: BusinessWire