Keryx Biopharmaceuticals, Inc. (delisted)【KERX】株式ニュース

Folks, the following my take, based on my opinion and way I see and break-down the proposed “merger swindle”.

When one public company acquires another, stockholders of company being acquired are compensated for their shares. This can be in form of cash or shares in company doing the acquiring, or a combination of cash and shares. Either way, shares/stock of company being acquired CEASE TO EXIST.

Using above as underlying mechanics, in KERX/AKBA proposed “merger” swindle, KERX would be company being acquired, hence, KERX shareholders would be the ones being “compensated” not AKBA shareholders. As such, KERX shares will effectively be replaced in your brokerage account(s) with a certain number of MERGED AKBA shares. As you know, the ratio of KERX to AKBA shares would NOT be one to one. The proposed conversion ratio from the dungeons of hell equates to .3743 KERX shares to 1.000 AKBA shares. What this means is that 62.57% of your KERX holdings will be subtracted, taken away, and remaining 37.43% will be converted into MERGED AKBA shares. For example, if you own 5000 shares of KERX today, upon execution of proposed “merger swindle”, your 5000 shares of KERX will become 1871.5 shares of MERGED AKBA. At this point, forget KERX shares, they CEASE TO EXIST, you now own MERGED AKBA shares which would be worth whatever price per share MERGED AKBA is trading at as per dictated by MR. Market and accompanying manipulators. (this is key to keep in mind to understand that what Robert H is peddling is snakes oil).

AKBA shares today are trading at around $10/share with AKBA at 57M O/S or market cap of $570 million. Upon execution of proposed “merger swindle”, MERGED AKBA O/S would increase from 57M to approx. 115M shares, in other words, AKBA is acquiring/“merging” KERX to form new MERGED AKBA by simply issuing 58M AKBA shares. No cash, no REAL price/based transaction. The pro forma valuation Robert H is peddling is “cooked-up” STEMMING FROM a .3743 conversion ratio which effectively “hijacks” 62.57% of your KERX shares which NO VALID no relationship whatsoever between Auryxia with FDA approvals, EU, approvals, and well into commercialization vs Vadadustat still in clinicals years away from commercialization — yet, it is KERX shareholders taking a big hit ( pro forma means assumed, forecasted, informal calculations, not a certainty).

So what would be the price per share at which MERGED AKBA shares would be trading upon execution of “merger swindle”? Would it be dictated by the “cooked-up” pro forma valuation which Robert H is peddling or by whatever price per share is dictated by Mr. Market and accompanying manipulators? Me thinks the latter.

So, will MERGED AKBA shares be trading at say, the same $10/share that AKBA is trading today which, btw, at 115M O/S would equate to MERGED AKBA at &1.15 billion market cap (with KERX having been merged INTO AKBA) not the $570 million AKBA market cap of today. Will Mr. Market and accompanying manipulators factor-in the value of KERX (the company and its technology) thus appreciating MERGED AKBA’s price/share? —Or will AKBA’s and KERX’s price/share appreciate prior to proposed “merger swindle” only for MERGED AKBA to take a hit post “merger swindle” reflecting the increased O/S from 57M to approx.115M shares? You see folks, normally, the acquiring company, in this case AKBA, takes short term given either giving-up lots of cash or diluting or a combination of both.

Today, if you own 5000 shares of KERX and KERX is trading at $5/share (haha, here’s swindle variable #1, KERX should be trading at no less than $10/shares but, guess what, even with IDA approval, or Innovator Award, or breaking late-breaking abstracts, or God himself buying KERX, KERX’s pps has been held “hostage” for over 8 months since IDA approval, now you know why, IMO) — if you own 5000 shares of KERX and KERX is trading at $5/share, you’d have $25,000. But, with proposed “merger swindle”, you would own 1871.5 of MERGED AKBA shares which , if trading at $10/share, you’d have $18,715 not $25,000. MERGED AKBA would need to be trading at $13.36 to equate the same $25,000.

Robert H is posting about MERGED AKBA trading at pro forma valuation of KERX + AKBA market cap — bunch of CROC. The MERGED AKBA would not be trading at KERX + AKBA pro forma market caps as a mathematical certainty, but rather, as dictated by Mr. Market and accompanying manipulators.

But’s let’s suppose that Mr. Market and accompanying manipulators, either prior to or post “merger swindle” appreciate AKBA (prior to) or MERGED AKBA (post) to $18/share in recognition of KERX/Auryxia’s worth. Well guess what, who’s to say that $18/share is not fertile ground for the “mafiosos” to once again crank-up the short operation machine aimed at once again generating short profits, while bamboozle shareholders again, rinse and repeat, while shaking shares and getting ownership of the newly issued 58M shares employed to “gobble-up” KERX (they already control 75%+ of the current AKBA 57M O/S)? Funny, with proposed “merger” swindle and merged AKBA taken to $18/share scenario — it would be exactly how it “worked out” for KERX shorted from $18 AND RMTI shorted from $18. The aim would be to take control of both companies which have been rolled-up into one, while KERX shareholders get “swindled” out of 62.57% of holdings.

Look folks, Robert H is attempting tto peddle a load of CROC to confuse you with pro forma valuation and this is my favorite from one of his posts — “the conversion ratio is to get the number of shares equilibrated to the 51/49 split” (hahahaha).

The 51/49 pro forma split is meant to make it look like KERX has majority ownership of MERGED AKBA when , in practice, effectively, with “merger swindle”, KERX CEASES TO EXIST — the pro forma valuation and split, in practice, effectively, means squat for KERX shareholders of today. KERX shareholders would not own 51% of MERGED AKBA or any other mumbo jumbo — that’s pro forma. In reality, in practice, KERX shareholders would simply own MERGED AKBA shares which will be 62.57% LESS shares of KERX shares owned today, and which value would be effectively dictated by Mr. Market and accompanying manipulators.

It would be perfectly valid consideration that a probability factor as high as 99.9% can be considered to describe the .3743 conversion ratio as a machination employed aimed at one thing and one thing only, to erase 62.57% of KERX shareholder holdings, a swindle of all swindles, with intent to “hijack” Keryx Pharmaceuticals, Inc. and its blockbuster potential, Innovative Award winning, multi-billion addressable market, science technology Ferric Citrate — by a group of bonafide “mafiosos” who, while amassing a fortune in short profits for YEARS and subjecting unsuspecting KERX shareholders to YEARS of financial and psychological suffering, and after issuing some 65 million KERX shares with proceeds of some $550 million spent to advance company, ALL groundwork and structure, and blockbuster Auryxia to turn-key ready status, now want to “hijack” 62.57.% of shareholder holdings, “hijack” the company, “hijack the science”, roll it into the AKBA enchilada via a so called “merger” from the dungeons of hell, AKBA a company with a drug candidate which is years away from selling $1 IF approved, with $400 million in cash which will be burned at the stake of end stage clinicals, with delayed end clinical results falling back 1-2 years behind Fibrogen’s Roxadustat.

Any numbers employed in an attempt to mixture-up a mathematical concoction of pro forma valuations and pro-forma equity between the 2 companies which stem from an underlying conversion ratio of .3743, is nothing but “witch doctor” criminal practice which authors should face any and all chambers of the justice system and be punished accordingly for being the despicable “mafiosos” they truly are, dressed-up in Valentino threads trying to camouflage their deranged greed and scumbag cruelty at the expense of the very people which put their trust in them.

Screw that, a million times screw that — let them put the official paperwork on the table if they choose to insist on taking this to the ultimate — and let’s get it on!

Finally, here’s another favorite from one of Robert H’s posts — “Contacting a lawyer because you think that is a huge mistake.” Ladies and gentleman, Robert H is a piece of work, and one that you can trust as much as you can trust a former Gucci authentic women’s handbags salesman on Canal Street in NYC.

ALL above, in my opinion, as always..

10Q expanded data surrounding License Agreement with Vifor:

Vifor (International) Ltd. License Agreement

Summary of Agreement

In May 2017, the Company entered into a License Agreement with Vifor (International) Ltd., or Vifor, the Vifor Agreement, pursuant to which the Company will grant Vifor an exclusive license to sell vadadustat solely to Fresenius Kidney Care Group LLC, or FKC, an affiliate of Fresenius Medical Care North America, in the United States (the “Territory”).

The parties’ rights under the Vifor Agreement are conditioned upon the approval of vadadustat for DD-CKD patients by the FDA, inclusion of vadadustat in a bundled reimbursement model, and payment by Vifor of a $20.0 million milestone upon the occurrence of these two events. The Vifor Agreement is structured as a profit share arrangement between the Company and Vifor in which the Company will receive a majority of the profit from Vifor’s sales of vadadustat to FKC in the Territory. The Company will share the milestone payment and the revenue from the profit share with Otsuka pursuant to the Otsuka U.S Agreement. The Company retains all rights to commercialize vadadustat for use in the NDD-CKD market and in other dialysis organizations in the Territory, which will be done in collaboration with Otsuka following FDA approval.

Prior to FDA approval of vadadustat, the Company and Vifor will enter into a commercial supply agreement for vadadustat pursuant to which the Company will supply all of Vifor’s requirements for vadadustat in the Territory. In addition, Vifor will enter into a supply agreement with FKC that will govern the terms pursuant to which Vifor will supply vadadustat to FKC for use in patients at its dialysis centers. During the term of the Vifor Agreement, Vifor will not sell to FKC or its affiliates any HIF product that competes with vadadustat in the Territory.

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Unless earlier terminated, the Vifor Agreement will expire upon the later of the expiration of all patents that claim or cover vadadustat, or expiration of data or regulatory exclusivity for vadadustat in the Territory. Vifor may terminate the Vifor Agreement in its entirety upon 12 months’ prior written notice after the release of the first topline data in the vadadustat global Phase 3 program for dialysis-dependent CKD patients. Either party may terminate the Vifor Agreement in the event of the other party’s uncured material breach. The Company may also terminate the Vifor Agreement upon the occurrence of other events, such as for specific violations of the Vifor Agreement or if there are changes in Vifor’s relationship with FKC.

Investment Agreement

In connection with the Vifor Agreement, in May 2017, the Company and Vifor entered into an investment agreement, the Investment Agreement, pursuant to which the Company sold an aggregate of 3,571,429 shares of common stock, the Shares, par value $0.00001 per share, to Vifor at a price per share of $14.00 for a total of $50.0 million dollars. The amount representing the premium over the closing stock price of $12.69 on the date of the transaction, totaling $4.7 million, was determined by the Company to represent consideration related to the Vifor Agreement. As the parties’ rights under the Vifor Agreement are conditioned upon (a) the approval of vadadustat for DD-CKD patients by the FDA; (b) inclusion of vadadustat in a bundled reimbursement model; and (c) payment by Vifor of a $20.0 million milestone upon the occurrence of these two events, in accordance with ASC 605, the Company cannot currently determine the extent of its responsibility to supply all of Vifor’s requirements for vadadustat in the Territory. Accordingly, the $4.7 million is recorded as deferred revenue in the accompanying consolidated balance sheets. Upon the satisfaction of the aforementioned conditions, revenue will be recognized as the Company supplies vadadustat to Vifor using a proportional performance method.

Vifor has agreed to a lock-up restriction such that it agrees not to sell its shares for a period of time following the effective date of the Investment Agreement as well as a customary standstill agreement. In addition, the Investment Agreement contains voting agreements made by Vifor with respect to the Shares. The Shares have not been registered pursuant to Securities Act of 1933, the “Act”, and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Act and Rule 506 promulgated thereunder.

If vadadustat is approved by the United States Food and Drug Administration, or FDA, we plan to establish our own commercial organization in the United States while leveraging our collaborations with Otsuka Pharmaceutical Co. Ltd., or Otsuka, and its well-established commercial organization in the United States, Europe, China and other markets. In Japan and other countries in Asia, we plan to commercialize vadadustat through our collaboration with Mitsubishi Tanabe Pharma Corporation, or MTPC. In May 2017, we entered into an exclusive license agreement with Vifor Pharma, or Vifor, to sell vadadustat solely to Fresenius Kidney Care Group LLC Fresenius Medical Care, or FKC, dialysis clinics in the United States upon approval by the FDA and inclusion of vadadustat in a bundled reimbursement model. During the term of the license agreement, Vifor may not sell to FKC or its affiliates any HIF product that competes with vadadustat in the United States.

In addition to vadadustat, we are developing a HIF-based portfolio of product candidates that target serious diseases of high unmet need. Our portfolio includes product candidates developed internally as well as in-licensed product candidates, such as AKB-5169. In February 2017, we signed an exclusive agreement with Janssen Pharmaceutica NV, or Janssen, a subsidiary of Johnson & Johnson, for access to an extensive library of well-characterized HIF pathway compounds with potential applications across multiple therapeutic areas. The lead compound, AKB-5169, is a differentiated preclinical compound in development as an oral treatment for inflammatory bowel disease, or IBD. We intend to complete further preclinical development of this compound with the goal of submitting an Investigational New Drug application to the FDA in 2018.

Since our inception in 2007, we have devoted the largest portion of our resources to our development efforts relating to vadadustat, including preparing for and conducting clinical studies of vadadustat, providing general and administrative support for these operations and protecting our intellectual property. We do not have any products approved for sale and have not generated any revenue from product sales. We have funded our operations primarily through equity offerings and strategic collaborations.

We have never been profitable and have incurred net losses in each year since inception. Our net losses were $66.1 million and $61.6 million for the six months ended June 30, 2017 and 2016, respectively. Substantially all of our net losses resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations.

We expect to continue to incur significant operating expenses and increased operating losses for at least the next several years. We expect our expenses will increase substantially in connection with our ongoing activities, as we:

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complete the development of vadadustat for anemia secondary to CKD;

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conduct the FO2RWARD and TRILO2GY clinical studies;

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seek regulatory approvals for our product candidates that successfully complete clinical trials;

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have our product candidates manufactured for clinical trials and for commercial sale;

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establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain marketing approval;

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initiate and continue preclinical and clinical development of our HIF compounds and product candidates;

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initiate additional preclinical, clinical or other studies for additional indications for vadadustat;

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seek to discover and develop additional product candidates;

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acquire, in-license and develop other commercial products, product candidates and technologies;

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make royalty, milestone or other payments under any in-license agreements;

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maintain, protect and expand our intellectual property portfolio;

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attract and retain skilled personnel; and

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create additional infrastructure to support our operations as a public company.

We do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for one or more of our product candidates, which we expect will take a number of years and is subject to significant uncertainty. We have no manufacturing facilities, and all of our manufacturing activities are contracted out to third parties. Additionally, we currently utilize third-party contract research organizations, or CROs, to carry out our clinical development activities, and we do not yet have a sales organization. If we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, we will seek to fund our operations through public or private equity or debt financings or other sources including geographic partnerships. However, we may be unable to raise additional funds or enter into other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial condition and our ability to develop our products.

Through June 2017, we have raised approximately $255.7 million of net proceeds, including $230.0 million from three underwritten public offerings and $25.7 million of net proceeds in an at-the-market offering, or ATM, pursuant to a Sales Agreement with Cantor Fitzgerald & Co.

In July 2017, we completed a follow-on-public offering whereby we sold 4,600,000 shares of common stock, including 600,000 shares of common stock pursuant to the full exercise of an over-allotment granted to the underwriters in connection with the offering, at a price of $14.50 per share. The aggregate net proceeds received by us from the offering were approximately $62.6 million, net of underwriting discounts and commissions and estimated offering expenses payable by us.

In addition to proceeds from our public offerings, in May 2017, we received $50.0 million from the sale of 3,571,429 shares of common stock to Vifor Pharma. Our collaborators have committed up to $373.0 million or more in license payments and cost-share funding, which the Company continues to receive on a quarterly prepaid basis.

https://www.sec.gov/Archives/edgar/data/1517022/000156459017016542/akba-10q_20170630.htm