Bag scenen på Corporate Finance transaktion: Novo Nordisk var alene om Akero-opkøb

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among members of the Board of Directors of the Company (the “Board of Directors”), the Company’s representatives, Novo’s representatives and other parties.

At the direction of the Board of Directors, Company management regularly meets with other biotechnology and pharmaceutical companies regarding a variety of potential partnerships, licensing arrangements, joint ventures, collaborations and other strategic transactions. The Board of Directors also periodically evaluates the Company’s historical performance, future growth prospects and long-term strategic plan and considers various strategic opportunities available to the Company as well as ways to enhance shareholder value, including in light of the business, competitive, regulatory, financing and economic environment and developments in the biopharmaceutical industry. These reviews have included discussions as to whether the Company should continue to execute on its strategy as a stand alone company, pursue various partnerships, collaborations or licensing arrangements, seek to raise additional capital, or pursue a sale of the Company.

In May and June 2020, the Company executed engagement letters with Morgan Stanley and J.P. Morgan, respectively, to serve as co-financial advisors to assist the Board of Directors with its exploration and evaluation of strategic alternatives, including a potential sale of the Company. These engagement letters were renewed or amended in subsequent years to, among other things, extend their terms.

Between 2020 and April 2025, the Company entered into confidentiality agreements with 11 pharmaceutical companies, including agreements with each of Novo, Party A, Party B, Party C, Party D and Party E, related to potential collaborations or strategic transactions. None of these confidentiality agreements contained standstill provisions. From time to time, the Company shared non-public due diligence information with such companies in response to diligence requests. However, except as described below in this section entitled “Background of the Merger,” none of these discussions resulted in a proposal being made to the Company with regard to any potential strategic transaction.

On September 13, 2022, the Company released positive topline data from its Phase 2b HARMONY study evaluating the efficacy and safety of efruxifermin in patients with pre-cirrhotic nonalcoholic steatohepatitis (NASH), fibrosis stage 2 or 3 (F2-F3). On the trading day immediately prior to this announcement, the Company’s share price closed at $12.27. On the trading day of this announcement, which was made prior to the market opening that day, the Company’s share price closed at $29.05.

On March 8, 2023, the Board of Directors held a regularly scheduled meeting. At this meeting, the Board of Directors formed a Transaction Committee (the “Prior Transaction Committee”) consisting of Seth L. Harrison, Graham Walmsley, Tomas Heyman and Jane Henderson to assist the Board of Directors’ review and evaluation of potential strategic alternatives. The Prior Transaction Committee was formed for convenience to permit the Board of Directors to exercise efficient oversight of Company management. It was formed in light of interest expressed by a third party in a potential strategic transaction with the Company. However, such third party informed the Company that it was no longer interested in a transaction before the Prior Transaction Committee held its first meeting.

On October 10, 2023, the Company reported that the 36-week analysis of its Phase 2b SYMMETRY study evaluating the efficacy and safety of efruxifermin in patients with compensated cirrhosis (F4) due to nonalcoholic steatohepatitis (NASH) missed its primary endpoint. On the trading day immediately prior to this announcement, the Company’s share price closed at $48.54. On the trading day of this announcement, which was made prior to the market opening that day, the Company’s share price closed at $18.15.

On September 24, 2024, Andrew Cheng, President and Chief Executive Officer of the Company contacted representatives from Party A regarding a meeting in advance of the upcoming release of Phase 2b SYMMETRY clinical trial data.

On September 27, 2024, after Dr. Cheng’s outreach, Dr. Cheng and representatives from Party A had an initial business development call regarding a potential strategic transaction involving the Company.

On October 10, 2024, the Company and Party E entered into a confidentiality agreement, which did not contain a standstill provision.

On October 25, 2024, the Company and Party A amended their existing confidentiality agreement to extend its term. Neither the original confidentiality agreement with Party A nor its amendment contained a standstill provision.

Between October 2024 and June 2025, the Company and Party A held multiple diligence calls regarding a potential strategic transaction involving the Company.

On November 4, 2024, a representative of Novo contacted a representative of the Company to request a non-confidential meeting with the Company’s scientific leadership and business development team to discuss the development of efruxifermin.

On December 11, 2024, representatives of Company management and Novo held a non-confidential diligence call.

On January 8, 2025, the Company and Novo entered into a confidentiality agreement, which did not contain a standstill provision.

On January 15, 2025, representatives of the Company and Novo met to discuss data previously released from the Company’s Phase 2b HARMONY study as well as the potential outcomes and implications from the week 96 results from its Phase 2b SYMMETRY trial, which were not yet known but expected to be announced in the following weeks.

On January 27, 2025, the Company publicly announced preliminary topline week 96 results from its Phase 2b SYMMETRY trial showing statistically significant reversal of compensated cirrhosis (F4) due to metabolic-dysfunction-associated steatohepatitis (MASH) in patients treated with efruxifermin. On the trading day immediately prior to this announcement, the Company’s share price closed at $26.18. On the trading day of this announcement, which was made prior to the market opening that day, the Company’s share price closed at $51.71.

Between January and June 2025, the Company held multiple diligence calls with each of Novo, Party A and Party D. Between January and March 2025, the Company also held multiple diligence calls with Party C, which had engaged in diligence discussions with the Company from time to time in prior years.

On March 4, 2025, the Company provided representatives of Novo access to confidential diligence materials of the Company through a virtual data room.

On March 5, 2025, the Board of Directors held a regularly scheduled meeting. At this meeting, the Board of Directors formed a new Transaction Committee (the “Transaction Committee”) consisting of Seth L. Harrison, Graham Walmsley, Tomas Heyman and Jane Henderson, to assist the Board of Directors’ review and evaluation of potential strategic alternatives. The Transaction Committee was formed for convenience to permit the Board of Directors to exercise efficient oversight of Company management. The Transaction Committee was given the authority to (1) oversee and provide direction to management and the Company’s advisors between meetings of the Board of Directors with respect to a transaction or strategic alternative, (2) review, consider and evaluate all proposals in connection with a transaction or strategic alternative, (3) participate in and direct the negotiation of the terms and conditions of any transaction or strategic alternative and (4) make recommendations to the Board of Directors as to whether the Board of Directors should pursue any transaction or strategic alternative and as to the advisability of any definitive agreements related to any transaction or strategic alternative. The Transaction Committee was not given the authority to authorize any transaction or strategic alternative or enter into any definitive agreement related to a transaction or strategic alternative.

On March 19, 2025, the Company granted Party A access to the virtual data room and held a diligence session with representatives from Party A.

On April 17, 2025, a representative of Party B contacted a representative of the Company, inquiring as to the Company’s openness to engaging in a further due diligence process with them. The representative of the Company indicated that the Company would be open to such process if Party B were committed to moving quickly.

On April 21, 2025, a representative of the Company spoke with a representative of Party B and indicated that another party was showing interest in potentially making a proposal to acquire the Company. The representative of Party B indicated that Party B was not interested in pursuing a transaction with the Company.

On April 22, 2025, the Company and Party D entered into a confidentiality agreement, which did not include a standstill provision.

Also on April 22, 2025, Dr. Cheng, William White, Chief Financial Officer & Head of Corporate Development and Catriona Yale, Chief Development Officer, met with representatives of Party D.

On April 28, 2025, the Company provided representatives of Party D access to confidential diligence materials of the Company through a virtual data room.

On May 8, 2025, a representative of Party E contacted a representative of the Company, expressing interest in engaging in further due diligence on the Company.

On May 9, 2025, the Company presented results from the Phase 2b SYMMETRY trial demonstrating the potential of efruxiferman to improve fibrosis in compensated cirrhosis (F4) caused by metabolic dysfunction-associated steatohepatitis (MASH) in an oral presentation at the European Association for the Study of the Liver Congress 2025.

On May 11, 2025, consistent with the instructions by the Company, representatives of Morgan Stanley spoke with a representative of Party C management and indicated that a number of large biopharmaceutical companies were conducting confidential due diligence of the Company in order to assess their interest in a potential strategic transaction.

On May 12, 2025, Dr. Cheng spoke with a representative of Party C in order to assess its interest in a potential strategic transaction with the Company.

On May 14, 2025, a representative of Novo spoke with Dr. Cheng by phone and provided Dr. Cheng with an oral, preliminary, non-binding proposal to purchase all of the outstanding shares of the Company’s common stock for $58.00 per share in cash, which was subsequently confirmed in a non-binding written proposal (the “May 14 Proposal”), which was subject to Novo’s further due diligence. The May 14 Proposal also indicated that Novo expected to be in a position to announce a transaction within three to four weeks of getting access to further due diligence materials.

On May 15, 2025, the Transaction Committee held a meeting, which was also attended by all of the other members of the Board of Directors, as well as representatives of Company management, Morgan Stanley, J.P. Morgan and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), the Company’s outside M&A counsel. Company management discussed the status of ongoing interactions with other strategic counterparties who had previously expressed interest in exploratory discussions regarding a potential strategic transaction with the Company, including Party A, Party C and Party D. After discussion, the Transaction Committee instructed Morgan Stanley and J.P. Morgan to contact Party A, Party C and Party D to assess their respective continued interest in a potential strategic transaction with the Company.

On May 15 and 16, 2025, as instructed by the Transaction Committee, representatives of Morgan Stanley and J.P. Morgan informed representatives of Party A, Party C and Party D that the Company received an offer to acquire the Company from a large biopharmaceutical company and encouraged them to submit a proposal if they were interested in a strategic transaction involving the Company. Representatives of Party A indicated that Party A was working with its own financial advisor to evaluate a potential transaction with the Company, and it expected to submit a proposal in about one week. Representatives of Party C noted that it planned to respond within one week as to its interest in pursuing a potential strategic transaction with the Company.

On May 16, 2025, a representative of Party A confirmed to Dr. Cheng that Party A had full internal support to engage with the Company regarding a potential strategic transaction.

Also on May 16, 2025, Novo publicly announced changes in its senior leadership.

On May 19, 2025, Dr. Cheng emailed a representative of Novo, indicating that its May 14 Proposal was being evaluated by the Board of Directors and the Company expected to provide a response within a week.

Also on May 19, 2025, a representative of Party D informed representatives of Morgan Stanley and J.P. Morgan that it was not interested in pursuing an acquisition of the Company.

On May 20, 2025, the Transaction Committee held a meeting, which was also attended by certain other members of the Board of Directors and representatives of Company management, Morgan Stanley, J.P. Morgan and Skadden. Representatives of Morgan Stanley and J.P. Morgan provided an update on the outreaches to Party A, Party C and Party D as described above. Members of the Board of Directors noted that Party C was not viewed as likely to pursue an acquisition of the Company. Representatives of Morgan Stanley and J.P. Morgan also updated the Transaction Committee on the recent outreach from Party E regarding conducting diligence on the Company’s clinical data and observed that it was unclear how likely Party E was to make a proposal to acquire the Company given its past diligence history and interactions with the Company.

Representatives of Company management then discussed with the Transaction Committee the preliminary financial model prepared by management and the underlying assumptions used to prepare the model. For more information about the preliminary financial model presented at the May 20 Transaction Committee meeting, see the section of this proxy statement captioned “— Certain Financial Projections”.

Also on May 20, 2025, at 1:10 P.M. Eastern Time, StreetInsider.com published an article titled “Akero Therapeutics explores potential sale after interest”reporting that the Company was exploring a potential sale of the Company after being approached by a strategic buyer. On the trading day immediately prior to this article, the Company’s share price closed at $38.10. On the trading day when this article was published, the Company’s share price closed at $47.57.

Also on May 20, 2025, Dr. Cheng spoke with a representative of Novo management regarding the aforementioned article and related media speculation, during which the representative of Novo management requested a response from the Company to Novo’s May 14 Proposal no later than May 23, 2025.

On May 21, 2025, a representative of Party A communicated to Dr. Cheng that Party A was expecting to submit a preliminary offer to purchase the Company on May 23, 2025.

Also on May 21, 2025, the Transaction Committee held a meeting, which was also attended by all the other members of the Board of Directors, as well as representatives of Company management, Morgan Stanley, J.P. Morgan and Skadden. Dr. Cheng provided an update on his interactions with representatives of Novo and Party A as described above. The Transaction Committee discussed with counsel the legal considerations related to the review and evaluation of a potential strategic transaction involving the Company, including the directors’ fiduciary duties. Representatives of Company management discussed with the Transaction Committee the media speculation, the Company’s response and the risk of potential disruption at the Company caused by market rumors. Members of the Board of Directors discussed with representatives of Morgan Stanley and J.P. Morgan strategic considerations around the potential impact of the media speculation regarding the Company’s discussions with potential transaction counterparties. Representatives of Morgan Stanley and J.P. Morgan also discussed their respective preliminary financial analyses prepared based on the preliminary financial model prepared by the Company’s management and reviewed with the Transaction Committee at its May 20, 2025 meeting. Next, members of the Board of Directors discussed with representatives of Morgan Stanley and J.P. Morgan strategic considerations around messaging to be delivered to Novo on or before May 23, 2025, including that the messaging would depend on whether Party A made a proposal.

On May 23, 2025, Dr. Cheng spoke with a representative from Party A who provided Dr. Cheng with an oral, preliminary, non-binding proposal to purchase all of the outstanding shares of the Company’s common stock for $62.50 per share in cash, which was subsequently confirmed in a non-binding written proposal (the “Party A May 23 Proposal”).

On May 24, 2025, the Transaction Committee held a meeting, which was also attended by all the other members of the Board of Directors, as well as representatives of Company management, Morgan Stanley, J.P. Morgan, Skadden and Kirkland & Ellis LLP (“Kirkland”) (which was engaged by the Company following the transition of the lead transactional partners from Skadden to Kirkland in May 2025). Members of the Board of Directors discussed with representatives of Morgan Stanley and J.P. Morgan the Party A May 23 Proposal and potential strategies for responding to the May 14 Proposal from Novo and the Party A May 23 Proposal, including to provide feedback on their respective proposals and an update on competitive dynamics. Members of the Board of Directors then discussed with Akero management the comments previously made by representatives of Novo expressing an interest in seeking exclusivity and anticipated next steps with Party A. Members of the Board of Directors then discussed with representatives of Morgan Stanley and J.P. Morgan the timing for providing draft transaction agreements to Novo and Party A and setting a final bid deadline, with the goal that the process would allow enough time for the parties to complete due diligence and negotiate the transaction agreements. Following discussion, the Transaction Committee authorized Morgan Stanley and J.P. Morgan to reach out to representatives of Novo and Party A with the proposed messaging and next steps for process timing.

Between May 24 and 27, 2025, as instructed by the Board of Directors, representatives of Morgan Stanley and J.P. Morgan informed representatives of Party A and Novo that the Company had received multiple transaction proposals and the Board of Directors had authorized management and the advisors to run a process that enabled bidders to present the Company with final proposals that were not conditioned on further due diligence. Representatives of Company management also held multiple calls with representatives of Novo management to reiterate such messages. During one of the calls between representatives of Company management and Novo management, a representative of the Company indicated that the Company was not willing to grant exclusivity at that time.

On May 26, 2025, consistent with the instructions by the Company, representatives of Morgan Stanley and J.P. Morgan held a call with a representative of Party E management and notified him that the Company had received multiple proposals from large biopharmaceutical companies and Party E would need to move quickly if it was interested in pursuing a transaction with the Company.

On May 27, 2025, the representative of Party E management confirmed to representatives of Morgan Stanley and J.P. Morgan its interest in the Company and desire to move forward expeditiously.

Also on May 27, 2025, a draft merger agreement prepared by the Company’s counsel was distributed to Party A and Novo through their respective counsel.

On May 28, 2025, a representative from Morgan Stanley, consistent with the instructions by the Company, sent a process letter to each of Novo, Party A and Party E, requesting each of them to submit their markup of the merger agreement by 5 p.m. ET on June 6, 2025, and submit their final proposal by 5 p.m. ET on June 12, 2025, with the goal of announcing a transaction before market open on June 16, 2025.

Also on May 28, 2025, the Company provided representatives of Party E access to a virtual data room containing confidential due diligence materials of the Company. The virtual data room also contained the draft merger agreement prepared by the Company’s counsel that had been previously distributed to Party A and Novo.

On June 3, 2025, the Board of Directors held a regularly scheduled meeting, which was also attended by representatives of Company management and part of which was attended by representatives of Morgan Stanley, J.P. Morgan, Kirkland and Goodwin Procter, LLP (“Goodwin”), the Company’s outside corporate counsel. Representatives of the advisors provided an update on the discussions with Novo, Party A and Party E. The advisors noted that each of Novo and Party A had been informed of the competitive nature of the process and that both appeared to be working towards completing due diligence. The Board of Directors and Kirkland discussed the regulatory considerations associated with pursing a transaction involving each of the bidders. Representatives of Morgan Stanley and J.P. Morgan also noted that Party E appeared to be engaged in limited due diligence, had not engaged external advisors to assist with its review, and showed limited interest in acquiring the Company.

On June 6, 2025, counsel to each of Novo and Party A submitted their respective markups to the draft merger agreement as requested under the process letter. Party E did not submit a markup to the draft merger agreement.

On June 9, 2025, an M&A specialty blog posted an article regarding speculation of a potential acquisition of the Company by one of two large pharmaceutical companies.

Also on June 9, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. Representatives of Kirkland provided an update on the status of negotiations with outside counsel of each of Novo and Party A. Representatives of Company management, Morgan Stanley and J.P. Morgan provided an update on the status of due diligence by each of Novo and Party A. The Board of Directors and representatives of Kirkland discussed certain compensation matters recommended by Company management for its consideration in connection with a potential acquisition of the Company, including the matters described in the section of this proxy statement captioned “— Interests of Akero’s Directors and Executive Officers in the Merger.” Following discussion, the Board of Directors confirmed its support for these compensation matters. The Board of Directors discussed with representatives of Kirkland the books and records demand under Section 220 of Title 8 of the Delaware Code served by a purported stockholder of the Company on September 20, 2024, alleging overpayment of non-employee directors by the Company (the “220 Demand”). The Board of Directors concluded that the claims in the 220 Demand had no value and, therefore, should not affect any decision of whether to sell the Company.

Also on June 9, 2025, Kirkland provided revised merger agreements to counsel for each of Novo and Party A.

Later on June 9, 2025, representatives of Party A and Novo separately communicated to representatives of the Company that they were no longer interested in pursuing a transaction involving the Company.

On June 10, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan, Kirkland and Goodwin.Representatives of Company management provided an update that Novo and Party A were no longer interested in pursuing a transaction

involving the Company as described above. Members of the Board of Directors discussed with representatives of Morgan Stanley and J.P. Morgan a strategy for communicating with Novo to potentially reengage it in completing a transaction. After discussion, the Board of Directors authorized Dr. Cheng to contact Novo to propose a path for such reengagement.

Later on June 10, 2025, Dr. Cheng contacted representatives of Novo expressing that the Company would potentially be willing to enter into an exclusivity agreement with Novo (as previously requested by Novo) if Novo were willing to increase its offer to $63.00 per share.

On June 12, 2025, a representative of Novo reached out to Dr. Cheng and informed him that Novo would not continue pursuing a transaction at that time.

From time to time between June 12, 2025 and September 12, 2025, as part of ordinary course business development discussions with Novo and consistent with the instructions from the Company, a representative of Morgan Stanley who was a member of the deal advisory team for the Company mentioned the Company as one of a number of potential strategic acquisition targets to Novo, and representatives of Novo indicated that there could be continued interest in reengaging with the Company in the future. None of these discussions involved valuation or price. During the same period, the relevant representative of Morgan Stanley updated Company representatives periodically on these interactions with Novo.

On September 12, 2025, a representative of Novo called a representative of Morgan Stanley to inquire whether the Company would be open to reengaging with Novo regarding a strategic transaction. The representative of Novo also asked a diligence question regarding the Company’s clinical trial. After updating and obtaining authorization from Company management, the representative of Morgan Stanley conveyed the answer to the diligence question to the representative of Novo.

On September 21, 2025, a representative of Novo management contacted Dr. Cheng to discuss Novo’s renewed interest in acquiring the Company. The representative of Novo also requested that the Company execute an exclusivity agreement with a 14-day exclusivity period to allow Novo to complete due diligence and finalize a decision with respect to a potential strategic transaction with the Company.

On September 26, 2025, Dr. Cheng contacted each member of the Board of Directors individually to discuss Novo’s request for exclusivity and considerations for next steps. These discussions encompassed a range of considerations for directors, including: the fact that the Company had already conducted a strategic process with multiple other potentially interested parties, all of which had declined to engage after due diligence or otherwise determined not to enter into a strategic transaction with the Company; the fact that no other companies had expressed interest in acquiring the Company since Novo and Party A had disengaged from these earlier discussions; the Company’s advisors’ perception, based on Novo’s previous engagement with the Company, that Novo would only re-engage if the Company agreed to exclusivity; and the fact that a transaction with Novo on the timeframe proposed could be a positive outcome for the Company’s stockholders. These discussions also included the lack of clarity as to whether Novo would in fact make a proposal after finalizing due diligence and how any such proposal would compare to the May 14 Proposal. Following these discussions, each member of the Board expressed their support for entering into the requested exclusivity agreement.

Also on September 26, 2025, the Company and Novo entered into the exclusivity agreement providing for an exclusivity period until 11:59 P.M. Eastern Time on October 10, 2025.

On September 30, 2025, Ropes & Gray LLP (“Ropes”), Novo’s outside counsel, sent Kirkland a markup of the draft merger agreement previously exchanged on June 9, 2025. Between September 30, 2025 and the announcement of the Transaction on October 9, 2025, representatives of Kirkland and Ropes exchanged drafts of the merger agreement, the form of CVR agreement and various other ancillary transaction documents. The key issues negotiated and resolved in the draft merger agreement included the size of the reverse termination fee payable by Novo in certain circumstances where regulatory approvals are not obtained, the size of the termination fee payable by the Company, the scope of the Development Plan that the Company would use reasonable best efforts to execute and various executive and employee compensation matters (for a summary of these matters affecting executive officers, please see the section of this proxy statement captioned “— Interests of Akero’s Directors and Executive Officers in the Merger”). The key issues negotiated and resolved in the draft CVR agreement included the description of the approval that would trigger the payment milestone and the time period during which the payment milestone could be achieved.

On October 3, 2025, a representative of Novo management spoke with representatives of the Company by phone and provided them with an oral, preliminary, non-binding proposal to purchase all of the outstanding shares of the Company common stock for $51.00 per share in cash plus a contingent value right of $8.00, payable based on achievement of a full FDA approval for the F4c indication of efruxifermin on or before January 6, 2031, which was subsequently confirmed in a non-binding, written proposal (the “October 3 Proposal”).

On October 4, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. The Board of Directors reviewed the October 3 Proposal with its advisors. The Board of Directors then reviewed with management the updated preliminary financial projections prepared by management. For more information about the preliminary financial model presented at the October 4 Board of Directors meeting, see the section of this proxy statement captioned “— Certain Financial Projections.” Representatives of Morgan Stanley and J.P. Morgan then discussed their respective preliminary financial analyses prepared based on such preliminary financial model prepared by the Company’s management. The Board of Directors then discussed with its advisors strategies to obtain an improved offer from Novo. After discussion, the Board of Directors authorized Dr. Cheng to make a counterproposal to Novo for $57.00 per share in cash, plus a contingent value right of $10.00, payable based on achievement of a full FDA approval for the F4c indication of efruxifermin on or before January 6, 2032, one year after Novo’s deadline for the same milestone (the “October 4 Company Proposal”).

After the meeting, Dr. Cheng delivered the October 4 Company Proposal to a representative of Novo. In a discussion on October 5, 2025, the representative of Novo made a proposal to purchase all outstanding Company common stock for $53.00 per share in cash, plus one contingent value right of $6.00, payable based on achievement of a full FDA approval for the F4c indication of efruxifermin on or before June 30, 2031, six months earlier than the October 4 Company Proposal (the “October 5 AM Novo Proposal”). As the conversation progressed, it became clear that there had been a misunderstanding between the representative of Novo and Dr. Cheng regarding the previously communicated October 4 Company Proposal, which Novo understood to be $57.00 per share in cash, plus a contingent value right of $2.00. Dr. Cheng then corrected the misunderstanding and reiterated the October 4 Company Proposal. In response, the representative of Novo rejected the October 4 Company Proposal and reiterated the October 5 AM Novo Proposal.

Later on October 5, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. Dr. Cheng updated the Board of Directors on the discussion with the representative of Novo, including the October 4 Company Proposal and the October 5 AM Novo Proposal. The Board of Directors then discussed with its advisors strategies for further improving Novo’s proposal. The Board of Directors discussed strategies for encouraging Novo to improve the cash portion of its proposal as well as the likelihood of achieving the necessary regulatory approval under the contingent value right within the timeline Novo had proposed. The Board of Directors then discussed prospects and risks of the Company continuing as a standalone business, including the differentiation of efruxifermin compared to other drug candidates being investigated for similar indications, the challenges of preparing the Company to commercialize efruxifermin and the recent changes in the competitive landscape due to the acquisitions of competitors of the Company by large pharmaceutical companies.

Later on October 5, 2025, Dr. Cheng held a discussion with a representative of Novo, during which Dr. Cheng made another counterproposal for $56.00 per share in cash plus a contingent value right of $6.00, payable based on achievement of a full FDA approval for the F4c indication of efruxifermin on or before January 6, 2032 (the “October 5 Company Proposal”). The representative of Novo then communicated its revised proposal to acquire all shares of outstanding Company common stock for $54.00 per share in cash plus a contingent value right of $6.00, payable based on achievement of a full FDA approval for the F4c indication of efruxifermin on or before June 30, 2031 (the “October 5 PM Novo Proposal”). The representative of Novo indicated that the October 5 PM Novo Proposal constituted Novo’s best and final offer.

Subsequently on October 5, 2025, consistent with instructions by the Company, representatives of Morgan Stanley and J.P. Morgan held a discussion with representatives of Novo’s financial advisor, BofA Securities, Inc., during which representatives of Morgan Stanley and J.P. Morgan conveyed the importance to the Company of

Novo increasing the cash component of its offer to $55.00 per share and suggested that the Board of Directors might not be willing to approve a transaction below that level. Representatives of Novo’s financial advisor explained that the October 5 PM Novo Proposal was Novo’s best and final offer but confirmed that they would convey Morgan Stanley’s message to Novo.

On October 6, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. Representatives of Company management, Morgan Stanley and J.P. Morgan discussed with the Board of Directors their interactions with representatives of Novo on October 5, 2025 as described above. The Board of Directors discussed with its advisors the likelihood that Novo would increase its offer. After discussion, the Board of Directors determined to wait for further communications from Novo before determining its next steps.

Also on October 6, 2025, consistent with instructions by the Company, representatives of Morgan Stanley and J.P. Morgan held a call with representatives of Novo’s financial advisor, during which Novo’s financial advisor conveyed that Novo was unwilling to improve its offer and reiterated that the October 5 PM Novo Proposal was Novo’s best and final offer.

Later on October 6, 2025, the Board of Director held a second meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. Representatives of Morgan Stanley and J.P. Morgan discussed with the Board of Directors their interaction with Novo’s financial advisor earlier that day as described above. The Board of Directors discussed with its advisors whether the Company should move forward with a transaction based on the October 5 PM Novo Proposal. The Board of Directors discussed several factors, including the estimated risk-adjusted value of the October 5 PM Novo Proposal, the premium this value represented over the current trading price of the Company’s stock and the risk in obtaining regulatory approvals for a transaction with Novo. The Board of Directors also considered the prospects and risks of the Company continuing as a standalone business and the fact that, other than Novo, there did not appear to be other parties with interest in acquiring or the ability to acquire the Company. After discussion, the Board of Directors determined that the Company should proceed based on the October 5 PM Novo Proposal.

After the meeting, Dr. Cheng communicated to a representative of Novo the Board of Directors’ support for entering into a transaction based on October 5 PM Novo Proposal.

Also on October 7, 2025, Dr. Cheng spoke with a representative of Novo about timing considerations for public announcement of a potential transaction.

On October 8, 2025, the Board of Directors held a meeting, which was also attended by representatives of Company management, Morgan Stanley, J.P. Morgan and Kirkland. Kirkland reviewed with the Board of Directors the relationship disclosures that had been provided to the Board of Directors by J.P. Morgan and Morgan Stanley. The Board of Directors discussed such disclosures and determined that none of these relationships interfered with the Company’s engagement of either of Morgan Stanley or J.P. Morgan in connection with an M&A transaction involving Novo. The Board of Directors and representatives of Kirkland then discussed the 220 Demand again and the Board of Directors remained of the view that the claims in the 220 Demand had no value and, therefore, should not affect any decision of whether to sell the Company. Representatives of Morgan Stanley and J.P. Morgan then summarized the financial analyses they had each conducted, including assumptions made, procedures followed, matters considered and qualifications and limitations, as well as how those financial analyses compared to the analyses presented to the Board of Directors at the October 4, 2025 meeting, in addition to other financial metrics and analyses. A representative from Morgan Stanley then delivered to the Board of Directors an oral opinion, which was subsequently confirmed in writing, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Morgan Stanley in preparing its opinion, the Merger Consideration to be received by the holders of shares of Company common stock (except for Excluded Shares as defined in Morgan Stanley’s written opinion) in the proposed Merger was fair, from a financial point of view, to such holders. A representative from J.P. Morgan then delivered to the Board of Directors an oral opinion, which was subsequently confirmed in writing, that as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by J.P. Morgan in preparing its opinion, the Merger Consideration to be paid to the holders of shares of Company common stock (except for Excluded Shares as defined in J.P. Morgan’s written opinion), in the proposed Merger was fair, from a financial point of view, to such holders. For a detailed

discussion of the opinions of each of Morgan Stanley and J.P. Morgan, please see the sections of this proxy statement captioned “— Opinion of the Akero’s Financial Advisor — J.P. Morgan Securities LLC” and “— Opinion of Akero’s Financial Advisor — Morgan Stanley & Co. LLC.” For a detailed discussion of the non-public, unaudited risk-adjusted financial projections prepared by Company management and authorized by the Board of Directors for use by Morgan Stanley and J.P. Morgan in their respective financial analyses in connection with their respective opinions, please see the section of this proxy statement captioned “— Certain Financial Projections.” The Board of Directors then discussed the material terms of the Merger Agreement and related documentation and any changes that had occurred in the documents since prior meetings of the Board of Directors. After further discussion, including a discussion regarding the various reasons described in the section of this proxy statement captioned “— Recommendation of the Board of Directors and Reasons for the Merger,” the Board of Directors unanimously (1) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and its stockholders; (2) declared it advisable for the Company to enter into the Merger Agreement; (3) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Merger; (4) resolved that the Merger should be governed by Section 251(c) of the DGCL; (5) declared that the President and Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of the Company were authorized and directed, on behalf of the Company, to execute and deliver the Merger Agreement; and (6) subject to the provisions of the Merger Agreement, agreed to recommend that the Company’s stockholders vote to adopt the Merger Agreement.

On October 9, 2025, the Company and Novo entered into the Merger Agreement and each of the Company and Novo issued a press release announcing the execution of the Merger Agreement.