Akebia Therapeutics Inc. (NasdaqGM:AKBA) (‘Akebia') entered into an agreement acquire Keryx Biopharmaceuticals Inc. (NasdaqCM:KERX) (‘Keryx') from Baupost Group Securities LLC (‘Baupost'), Abrams Capital LLC, The Vanguard Group Inc. and other shareholders for approximately $480 million in a merger of equals transaction on June 28, 2018. The selling shareholders include Kevin J. Cameron, Christine Carberry, Mark J. Enyedy, Steven C. Gilman, Michael T. Heffernan, Scott A. Holmes, Jodie P. Morrison, John F. Neylan, Daniel P. Regan and Michael Rogers. Under the terms of transaction, each share of Keryx issued and outstanding share will immediately prior to the merger will be converted into and become 0.37433 fully paid and non-assessable shares of common stock of Akebia. Each outstanding Keryx restricted share issued under a Keryx equity plan will be cancelled and converted into restricted stock unit awards of Akebia, number of which will be adjusted in accordance with the terms of the agreement. Keryx restricted shares whose restrictions (including vesting) accelerate or lapse as a result of the merger will be cancelled and converted into the right to receive 0.37433 Akebia shares. The exchange results in implied equity ownership in the combined company of 49.4% for Akebia shareholders and 50.6% for Keryx shareholders on a fully-diluted basis. In connection with the merger, Keryx entered into a notes conversion agreement whereby Baupost has agreed to convert the notes it holds into 35.6 million Keryx shares and additional 4 million Keryx shares. After the completion, Keryx will continue to operate as a wholly-owned subsidiary of Akebia. The combined company will be named Akebia Therapeutics, Inc. Upon termination of the merger agreement under certain specified circumstances, either of Akebia or Keryx may be required to pay the other party a fee of $22 million.

John P. Butler, President and Chief Executive Officer of Akebia, is expected to lead the combined company, and Keryx will appoint the Chairperson of the Board of Directors of the combined company. Additionally, Jason A. Amello, Akebia's Chief Financial Officer, is expected to serve in the same capacity on the management team of the combined company. The Board of Directors of the combined company is expected to consist of nine directors, four of whom are Akebia directors and four of whom are Keryx directors. Keryx will appoint the Chairperson of the Board of Directors of the combined company. On October 1, 2018, Akebia Therapeutics and Keryx Biopharmaceuticals amended the merger agreement whereby the Board of the combined company will comprise of ten Directors, comprising four directors designated by the Akebia Board, five directors designated by Keryx Board and one additional independent director to be designated by the Akebia Board and the Keryx Board. The additional Director shall serve as chairperson of the Akebia Board. As on November 15, 2018, Keryx and Akebia announced that Adrian Adams will serve as the Chairperson OF Akebia board of directors effective upon completion of transaction.

The transaction is subject to customary closing conditions, including approval by the shareholders of both companies, Akebia shares to be issued in the merger being approved for listing on the Nasdaq Capital Market, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other material government approvals, registration statement becoming effective under the Securities Act and no stop order suspending the effectiveness of the registration statement having been issued by the SEC and Convertible Notes having been converted into Keryx shares. Akebia's obligation to consummate the merger is also subject to the conversion of $164.75 million of Keryx's Zero Coupon Convertible Senior Notes due 2021. The merger agreement has been unanimously approved by the Boards of Directors of each of Keryx and Akebia. Baupost and Muneer A. Satter who respectively own approximately 21.4% and 5.3% stake in Keryx have entered into voting agreements in support of the transaction. On August 21, 2018, the Federal Trade Commission issued and early termination notice thereby approving the deal. On November 15, 2018, the Board of Directors of Akebia resolved to increase the Board's size from nine to ten directors and elect Adrian Adams to fill the resulting vacancy and serve as the Board's Chairperson effective as of, and contingent upon, the consummation of the merger. Also on November 15, 2018, the Board of Akebia designated Maxine Gowen, a current director of Akebia, to serve as a member of the Board following the closing of the transaction. Gowen will join the other three current directors, John P. Butler, Scott A. Canute and Cynthia Smith, following the consummation of the transaction. As of November 20, 2018, a special meeting of Keryx stockholders will be held on December 11, 2018. As of November 29, 2018, Institutional Shareholder Services recommends that Akebia shareholders vote in favor of the merger at the special meeting to be held on December 11, 2018. As of November 30, 2018, Glass Lewis & Co. recommends that Akebia shareholders vote in favor of the merger. As of December 11, 2018, shareholders of Akebia and Keryx approved the deal. The transaction is expected to close by the end of 2018. As of December 11, 2018, the deal is expected to close on December 12, 2018.

Evercore Group LLC and JP Morgan Securities LLC served as financial advisors to Akebia. Peter Handrinos, Scott Shean and Daniel Rees of Latham & Watkins LLP served as legal advisors to Akebia. MTS Health Partners LP and Perella Weinberg Partners served as financial advisors to Keryx and MTS Health Partners delivered a fairness opinion that the transaction is fair from financial point of view. Stuart M. Cable and Jacqueline Mercier of Goodwin Procter LLP served as legal advisors to Keryx. William B Sorabella of Kirkland & Ellis LLP acted as a legal advisor to MTS Health Partners LP. Andrew L. Bab, Jeffrey J. Rosen and Claire Hansen Suni of Debevoise acted as legal advisors to Evercore and J.P. Morgan. Georgeson LLC served as the proxy solicitor for Keryx and will receive a fee of approximately $12,500 for its services. MacKenzie Partners Inc. served as the proxy solicitor for Akebia and will receive a fee of approximately $40,000 for its services. Akebia has agreed to pay J.P. Morgan a total transaction fee equal to $6 million, including $2.5 million which Akebia paid to J.P. Morgan in connection with delivery by J.P. Morgan of its opinion, and the remainder of which is contingent upon the consummation of the merger. J.P. Morgan may also receive a fee from Akebia in the event that Akebia receives a break-up fee in connection with the termination or abandonment of the merger, or failure of the merger to occur. Evercore Group is entitled to receive a success fee of $10 million if the merger is consummated. Abrams & Bayliss LLP served as the legal advisor to the transaction committee of Akebia. Ernst & Young LLP served as the auditors for Akebia in connection with the deal. American Stock Transfer & Trust Company LLC served as the exchange agent for Akebia. MTS Health Partners LP along with MTS Securities will be paid a fee of $5.5 million upon consummation of merger.

Akebia Therapeutics Inc. (NasdaqGM:AKBA) (‘Akebia') completed the acquisition of Keryx Biopharmaceuticals Inc. (NasdaqCM:KERX) (‘Keryx') from Baupost Group Securities LLC (‘Baupost'), Abrams Capital LLC, The Vanguard Group Inc. and other shareholders in a merger of equals transaction on December 12, 2018. Keryx is now operating as a wholly-owned subsidiary of Akebia. All of the members of Keryx's Board of Directors resigned as of the effective time of the merger. As previously disclosed, Mark J. Enyedy, Steven C. Gilman, Michael T. Heffernan, Jodie P. Morrison and Michael Rogers will serve on the Board of Directors of Akebia. John P. Butler is appointed as the sole director of Keryx.