Adrian Adams To Serve as Independent
Chairperson of the Board After Merger
Akebia Therapeutics, Inc. (Nasdaq: AKBA), and Keryx Biopharmaceuticals, Inc. (Nasdaq: KERX)
today announced that Adrian Adams will serve as the Chairperson of
the Akebia Board of Directors, effective upon completion of the
proposed merger of Akebia and Keryx.
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Mr. Adams has over 30 years of experience in the pharmaceutical
and biotechnology industries. He has been instrumental in launching
and commercializing major global biopharmaceutical products. In
addition, Mr. Adams has a record of driving successful corporate
development activities including financings, product in-licenses
and company mergers and acquisitions.
“I am excited and honored to serve as the Chairperson of the
combined company after the merger,” said Mr. Adams. “Following the
merger, Akebia will be a fully integrated, leading renal company
with the potential to deliver an all oral treatment approach for
patients with anemia due to chronic kidney disease. I look forward
to working with the Board and management team to improve patients’
lives and deliver enhanced value for our shareholders.”
Mr. Adams currently serves as Chief Executive Officer and a
director of Aralez Pharmaceuticals Inc., a pharmaceutical company
that focuses on the development, acquisition and commercialization
of cardiovascular, pain and other therapies. From May 2015 to
February 2016, Mr. Adams was the Chief Executive Officer and a
director of POZEN, Inc. Previously, Mr. Adams served as Chief
Executive Officer, President and a director of Auxilium
Pharmaceuticals, Inc., a specialty biopharmaceutical company, from
December 2011 until January 2015, when it was acquired by Endo
International plc. Prior to these roles, Mr. Adams served in
several Chief Executive Officer positions at leading specialty
pharmaceutical companies including Kos Pharmaceuticals, Inc.,
Sepracor, Inc. and Inspire Pharmaceuticals, Inc. Mr. Adams has also
held general management and senior international and national
marketing positions at Novartis, SmithKline Beecham and ICI (now
part of AstraZeneca). Mr. Adams also serves as the Chairman of the
Board of Directors at AcelRx Pharmaceuticals, Inc., a specialty
pharmaceutical company that engages in the development and
commercialization of therapies of the treatment of acute pain.
“The two company boards conducted a thorough search for a
Chairperson with a combination of public company leadership
experience, as well as drug development and commercialization
expertise, and unanimously concluded that Adrian is the right
person for the role. Adrian is a well-respected and outstanding
leader who has created substantial value for shareholders in his
past roles,” said Muneer A. Satter, current Chairperson of the
Board of Directors of Akebia. “The combined company will benefit
greatly from his experience and insight.”
“From our perspective, Adrian brings the perfect combination of
development and commercialization experience,” said Michael W.
Rogers, Chairperson of the Board of Directors of Keryx. “We believe
that Adrian will help create substantial value for our
shareholders.”
John P. Butler, President and Chief Executive Officer of Akebia,
said, “I look forward to working with Adrian and our other talented
directors to position the combined company as a leader within the
renal space, develop and deliver therapies to patients with kidney
disease, and generate long-term value for shareholders.”
Upon completion of the merger, the Board of Directors will
consist of ten members with Mr. Adams as Chairperson. As previously
announced, the Board will include current Keryx Board members Mark
J. Enyedy, Steven C. Gilman, Michael T. Heffernan, Jodie Morrison
and Michael W. Rogers and current Akebia Board members John P.
Butler, Scott A. Canute, and Cynthia Smith. Additionally, current
Akebia board member Maxine Gowen will continue to serve as a member
of the Board.
The merger of Akebia and Keryx is subject to the satisfaction of
various closing conditions, including approval by shareholders of
both companies. The special meetings of Akebia and Keryx
shareholders to vote on matters relating to the proposed merger
have been scheduled for December 11, 2018. Holders of record of
Akebia and Keryx common stock as of 5:00 p.m. Eastern Time on
October 22, 2018, will be entitled to vote at their respective
special meetings.
The Akebia Board unanimously recommends that Akebia shareholders
vote “FOR” the Akebia proposals set forth in the definitive
joint proxy statement, and the Keryx Board unanimously recommends
that Keryx shareholders vote “FOR” the Keryx proposals set
forth in the definitive joint proxy statement.
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 proxy@mackenziepartners.com.
Keryx shareholders who have questions or would like additional
information should contact Keryx’s proxy solicitor, Georgeson LLC,
by calling toll-free at (888) 680-1525.
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 www.akebia.com, which does not
form a part of this release.
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.
Cautionary Note Regarding 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 statements
regarding the Board of Directors of the combined company, 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.
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Akebia TherapeuticsJohn GaraboDirector, Corporate
CommunicationsT: (617) 844-6130jgarabo@akebia.comorKeryx
BiopharmaceuticalsAmy SullivanSenior Vice President, Corporate
AffairsT: (617) 466-3519investors@keryx.commedia@keryx.com
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