Merger Agreement

On April 24, 2017, Akorn, Inc., a Louisiana corporation (the
Company or Akorn), entered into an Agreement and Plan of Merger
(the Merger Agreement) with Fresenius Kabi AG, a German stock
corporation (Parent), Quercus Acquisition, Inc., a Louisiana
corporation and a wholly owned subsidiary of Parent (Merger Sub)
and, solely for purposes of Article VIII thereof, Fresenius SE
Co. KGaA, a German partnership limited by shares. The Merger
Agreement, which has been adopted by the Board of Directors of
the Company (the Board), provides for the merger of Merger Sub
with and into the Company (the Merger), with the Company
surviving the Merger as a wholly owned subsidiary of Parent.

Subject to the terms and conditions set forth in the Merger
Agreement, at the effective time of the Merger (the Effective
Time), each of the Companys issued and outstanding shares of
common stock, no par value per share (the Shares) (other than
Shares owned by the Company or by Parent, Merger Sub or any
direct or indirect wholly owned subsidiary of the Company or of
Parent (other than Merger Sub) immediately prior to the Effective
Time), will be converted into the right to receive $34.00 in cash
per Share (the Merger Consideration), without interest.

Completion of the Merger is subject to customary closing
conditions, including (1) the approval of the Merger Agreement by
the affirmative vote of the holders of at least a majority of all
outstanding Shares (the Shareholder Approval), (2) there being no
judgment or law enjoining or otherwise prohibiting the
consummation of the Merger and (3) the expiration of the waiting
period applicable to the Merger under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. The obligation of
each of the Company and Parent to consummate the Merger is also
conditioned on the other partys representations and warranties
being true and correct (subject to certain materiality
exceptions) and the other party having performed in all material
respects its obligations under the Merger Agreement.

The Merger Agreement contains representations and warranties and
covenants of the parties customary for a transaction of this
nature. Among other things, Parent has agreed to promptly take
all actions necessary to obtain antitrust approval of the Merger,
including (i) entering into consent decrees or undertakings with
a regulatory authority, (ii) divesting or holding separate any
assets or businesses of Parent or the Company, (iii) terminating
existing contractual relationships or entering into new
contractual relationships, (iv) effecting any other change or
restructuring of Parent or the Company and (v) defending through
litigation any claim asserted by a regulatory authority that
would prevent the closing of the Merger.

Until the earlier of the termination of the Merger Agreement and
the Effective Time, the Company has agreed to operate its
business in the ordinary course of business in all material
respects and has agreed to certain other operating covenants and
to not take certain specified actions prior to the consummation
of the Merger, as set forth more fully in the Merger Agreement.
The Company has also agreed to convene and hold a meeting of its
shareholders for the purpose of obtaining the Shareholder
Approval. In addition, the Merger Agreement requires that,
subject to certain exceptions, the Board recommend that the
Companys shareholders approve the Merger Agreement.

In addition, the Company has also agreed not to initiate, solicit
or knowingly encourage takeover proposals from third parties. The
Company has also agreed not to provide non-public information to,
or, subject to certain exceptions, engage in discussions or
negotiations with, third parties regarding alternative
acquisition proposals. Notwithstanding these restrictions, prior
to the receipt of the Shareholder Approval, the Company may under
certain circumstances provide non-public information to and
participate in discussions or negotiations with third parties
with respect to unsolicited written alternative acquisition
proposals.

Prior to obtaining the Shareholder Approval, the Board may, among
other things, change its recommendation that the shareholders
approve the Merger Agreement or terminate the Merger Agreement to
enter into an agreement providing for a Superior Proposal (as
defined in the Merger Agreement), subject to complying with
notice and other specified conditions, including giving Parent
the opportunity to propose revisions to the terms of the Merger
Agreement during a period following notice and the payment of a
termination fee of $129 million.

The Merger Agreement contains certain termination rights for the
Company and Parent, including, among others, the right of (1) the
Company to terminate the Merger Agreement in order to enter into
a definitive agreement for an acquisition proposal that
constitutes a Superior Proposal and (2) Parent to terminate the
Merger Agreement as a result of the Board changing its
recommendation with respect to the Merger Agreement. The Merger
Agreement also provides that under specified circumstances,
including those described above, the Company will be required to
pay Parent a termination fee of $129 million.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby is not complete and is
qualified in its entirety by reference to the Merger Agreement, a
copy of which is filed as Exhibit 2.1 hereto and the terms of
which are incorporated herein by reference.

The representations and warranties of the Company contained in
the Merger Agreement have been made solely for the benefit of
Parent and Merger Sub. In addition, such representations and
warranties (a) have been made only for purposes of the Merger
Agreement, (b) have been qualified by certain documents filed
with, or furnished to, the Securities and Exchange Commission
(the SEC) by the Company prior to the date of the Merger
Agreement, (c) have been qualified by confidential disclosures
made to Parent and Merger Sub in connection with the Merger
Agreement, (d) are subject to materiality qualifications
contained in the Merger Agreement which may differ from what may
be viewed as material by investors, (e) were made only as of the
date of the Merger Agreement or such other date as is specified
in the Merger Agreement and (f) have been included in the Merger
Agreement for the purpose of allocating risk between the Company,
on the one hand, and Parent and Merger Sub, on the other hand,
rather than establishing matters as facts. Accordingly, the
Merger Agreement is included with this filing only to provide
investors with information regarding the terms of the Merger
Agreement, and not to provide investors with any other factual
information regarding the Company or its subsidiaries or
business. Investors should not rely on the representations and
warranties or any descriptions thereof as characterizations of
the actual state of facts or condition of the Company or any of
its subsidiaries or business. Moreover, information concerning
the subject matter of the representations and warranties may
change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the Companys
public disclosures.

Voting Agreements

On April 24, 2017, concurrently with the execution of the Merger
Agreement, Parent entered into voting agreements (the Voting
Agreements) with each of (i) Dr. John N. Kapoor and certain
affiliates of Dr. Kapoor that are shareholders of the Company,
(ii) Rajat Rai and an affiliate of Mr. Rai that is a shareholder
of the Company, (iii) Joseph Bonaccorsi and (iv) Dr. Bruce
Kutinsky (collectively, the Shareholders), who, collectively and
in the aggregate, hold voting power over approximately 25% of the
outstanding Shares of the Company (the Subject Shares), to which,
among other things, each Shareholder agreed to vote all of its
Subject Shares in favor of the approval of the Merger Agreement
and the transactions contemplated by the Merger Agreement and
against any takeover proposal from a third party during the term
of the Merger Agreement. Each Shareholder also agreed to not
transfer any Subject Shares to any person, except to an affiliate
who enters into a voting agreement with Parent.

The Voting Agreements will terminate upon the earlier of (i) the
Effective Time and (ii) the termination of the Merger Agreement
in accordance with its terms.

The foregoing description of the Voting Agreements and the
transactions contemplated thereby is not complete and is
qualified in its entirety by reference to each Voting Agreement,
copies of which are filed as Exhibits 2.2, 2.3, 2.4 and 2.5
hereto and the terms of which are incorporated herein by
reference.

Item 2.02.

Results of Operations and Financial Condition.

See Item 8.01 of this Current Report on Form 8-K.

On April 24, 2017, the Board approved an amendment (the
Amendment) to the By-Laws of the Company (the By-Laws), which
became effective immediately. The Amendment added a new Article
IX to the By-Laws which provides that, unless the Company
consents in writing to the selection of an alternative forum, the
sole and exclusive forum for certain legal actions involving the
Company will be the Circuit Court of Cook County, Chancery
Division, State of Illinois (or, if the Circuit Court of Cook
County, Chancery Division, State of Illinois does not have
jurisdiction, any state court located within the State of
Illinois, or, if and only if all such state courts lack
jurisdiction, the federal district court for the Northern
District of Illinois).

The foregoing description of the Amendment is not complete and is
qualified in its entirety by reference to the text of the
Amendment, a copy of which is filed as Exhibit 3.1 hereto and the
terms of which are incorporated herein by reference.

Attached as Exhibit 99.1 hereto, and incorporated herein by
reference, is a copy of the Companys press release dated April
24, 2017, announcing the execution of the Merger Agreement.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Akorn, Inc. (Akorn)
by Fresenius Kabi AG (Fresenius Kabi). In connection with
the proposed acquisition, Akorn intends to file relevant
materials with the United States Securities and Exchange
Commission (the SEC), including Akorns proxy statement in
preliminary and definitive form. Shareholders of Akorn are urged
to read all relevant documents filed with the SEC, including
Akorns proxy statement when it becomes available, because they
will contain important information about the proposed transaction
and the parties to the proposed transaction. Investors and
security holders are able to obtain the documents (once
available) free of charge at the SECs website at
www.sec.gov, or free of charge from Akorn at
http://investors.akorn.com/phoenix.zhtml?c=78132p=irol-sec or by
directing a request to Stephanie Carrington, Senior Vice
President, ICR at 847-279-6162 or
[email protected].

Participants in the Solicitation

Akorn and its directors, executive officers and other members of
management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies from shareholders of
Akorn in favor of the proposed transaction. Information about
Akorns directors and executive officers is set forth in Akorns
Proxy Statement on Schedule 14A for its 2017 Annual Meeting of
Shareholders, which was filed with the SEC on March 20, 2017, and
its Annual Report on Form 10-K for the fiscal year ended December
31, 2016, which was filed with the SEC on March 1, 2017. These
documents may be obtained free of charge from the sources
indicated above. Additional information regarding the interests
of these participants which may, in some cases, be different than
those of Akorns shareholders generally, will also be included in
Akorns proxy statement relating to the proposed transaction, when
it becomes available.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. Readers can identify these statements by forward-looking
words such as may, could, should, would, intend, will, expect,
anticipate, believe, estimate, continue or similar words. A
number of important factors could cause actual results of Akorn
and its subsidiaries to differ materially from those indicated by
such forward-looking statements. These factors include, but are
not limited to, (i) the risk that the proposed merger with
Fresenius Kabi may not be completed in a timely manner or at all;
(ii) the failure to receive, on a timely basis or otherwise, the
required approval of the proposed merger with Fresenius Kabi by
Akorns shareholders; (iii) the possibility that competing offers
or acquisition proposals for Akorn will be made; (iv) the
possibility that any or all of the various conditions to the
consummation of the merger may not be satisfied or waived,
including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such
approvals); (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Merger Agreement dated April 24, 2017, among Akorn, Fresenius
Kabi, Quercus Acquisition, Inc. and, solely for purposes of
Article VIII thereof, Fresenius SE Co. KGaA (the Merger
Agreement), including in circumstances which would require
Akorn to pay a termination fee or other expenses; (vi) the effect
of the announcement or pendency of the transactions contemplated
by the Merger Agreement on Akorns ability to retain and hire key
personnel, its ability to maintain relationships with its
customers, suppliers and others with whom it does business, or
its operating results and business generally; (vii) risks related
to diverting managements attention from Akorns ongoing business
operations; (viii) the risk that shareholder litigation in
connection with the transactions contemplated by the Merger
Agreement may result in significant costs of defense,
indemnification and liability and (ix) the risk factors detailed
in Part I, Item 1A, Risk Factors, of our Annual Report on Form
10-K for the fiscal year ended December 31, 2016 (as filed with
the Securities and Exchange Commission on March 1, 2017) and
other risk factors identified herein or from time to time in our
periodic filings with the Securities and Exchange Commission.
Readers should carefully review these risk factors, and should
not place undue reliance on our forward-looking statements. These
forward-looking statements are based on information, plans and
estimates at the date of this report. We undertake no obligation
to update any forward-looking statements to reflect changes in
underlying assumptions or factors, new information, future events
or other changes.