Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS)
(“
Aeterna” or the “
Company”)
announces that it has finalized certain details regarding the
previously announced merger of equals transaction (the
“
Transaction”) with Ceapro Inc.
(“
Ceapro”).
On May 3, 2024, the Company completed a share
consolidation (or reverse stock split) (the
“Consolidation”) of its common shares (the
“Common Shares”) on the basis of one
post-Consolidation Common Share for every four pre-Consolidation
Common Shares. As a result of the Consolidation, the exchange ratio
to be used in connection with the issuance of Common Shares to
Ceapro shareholders under the Transaction has been adjusted. On
closing of the Transaction, Ceapro shareholders will now receive
0.02360 of a Common Share for each Ceapro share held.
As part of the Transaction, holders of Common
Shares as of the close of business on May 29, 2024 (the
“Record Date”) will receive 0.47698 of a Common
Share purchase warrant (a “Transaction Warrant”)
on May 31, 2024 (the “Payment Date”) for each
post-Consolidation Common Share.
The Toronto Stock Exchange and Nasdaq have
determined that the Common Shares will trade on a due bill basis
from the opening of markets on May 29, 2024 to the Payment Date
(i.e., May 31, 2024), inclusive. A due bill is an entitlement
attached to listed securities undergoing a material corporate
action, such as the issuance of the Transaction Warrants. Any
trades that are executed during the due bill period will be flagged
to ensure purchasers receive the entitlement to the Transaction
Warrants. Ex-distribution trading in the Common Shares will
commence as of the opening of markets on June 3, 2024, as of which
date purchases of Common Shares will no longer have the attaching
entitlement to Transaction Warrants. The due bill redemption date
will be June 4, 2024.
Shareholders will not need to take any action in
connection with the issuance of Transaction Warrants. Aeterna will
use direct registration system (“DRS”) advice
statements representing Transaction Warrants and will send out DRS
advice statements to registered shareholders indicating the number
of Transaction Warrants that they are receiving. In addition,
Computershare Trust Company of Canada will electronically issue the
appropriate number of Transaction Warrants to CDS and DTC for
further distribution by CDS and DTC to their respective
participants. Non-registered (beneficial) shareholders who hold
their Common Shares in an account with their investment dealer or
other intermediary will have their accounts automatically updated
by such investment dealer or intermediary to reflect the
Transaction Warrants in accordance with the applicable brokerage
account providers’ usual procedures.
Subject to obtaining all required approvals and
satisfying all required conditions, the Transaction is expected to
close on or about June 3, 2024.
About Aeterna Zentaris Inc.
Aeterna is a specialty biopharmaceutical company
developing and commercializing a diversified portfolio of
pharmaceutical and diagnostic products focused on areas of
significant unmet medical need. Aeterna's lead product, macimorelin
(Macrilen; Ghryvelin), is the first and only U.S. FDA and European
Commission approved oral test indicated for the diagnosis of adult
growth hormone deficiency (AGHD). Aeterna is leveraging the
clinical success and compelling safety profile of macimorelin to
develop it for the diagnosis of childhood-onset growth hormone
deficiency (CGHD), an area of significant unmet need.
Aeterna is also dedicated to the development of
its therapeutic assets and has established a pre-clinical
development pipeline to potentially address unmet medical needs
across a number of indications, including neuromyelitis optica
spectrum disorder (NMOSD), Parkinson's disease (PD),
hypoparathyroidism and amyotrophic lateral sclerosis (ALS; Lou
Gehrig's disease). For more information, please visit
www.zentaris.com and connect with Aeterna on LinkedIn and
Facebook.
Forward-Looking Statements
The information in this news release has been
prepared as of May 17, 2024. Certain statements in this news
release, referred to herein as "forward-looking statements",
constitute "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and
"forward-looking information" under the provisions of Canadian
securities laws. All statements, other than statements of
historical fact, that address circumstances, events, activities, or
developments that could or may or will occur are forward-looking
statements. When used in this press release, words such as
"anticipate", "assume", "believe", "continue", "could", "expect",
"forecast", "future", "goal", "guidance", "indicate", "intend",
"likely", "maintain", "may", "objective", "outlook", "plan",
"potential", "project", "seek", "strategy", "synergies", "view",
"will", "would" or the negative or comparable terminology as well
as terms usually used in the future and the conditional are
generally intended to identify forward-looking statements, although
not all forward-looking statements include such words.
Forward-looking statements in this news release
include, but are not limited to statements and comments relating
to: the Transaction Warrants, including the record date and
distribution date thereof, the expected outcomes and benefits of
the Transaction; the ability of Aeterna and Ceapro to complete the
Transaction on the terms described herein, or at all; the
anticipated timeline for the completion of the Transaction; and
receipt of final regulatory and stock exchange approvals with
respect to the Transaction (including approval of the continued
listing of the Common Shares on the Nasdaq and the TSX, the
issuance of the Transaction Warrants and the completion of the
Consolidation).
Forward-looking statements are necessarily based
upon a number of factors and assumptions that, while considered
reasonable by Aeterna and Ceapro as of the date of such statements,
are inherently subject to significant business, economic,
operational and other risks, uncertainties, contingencies and other
factors, including those described below, which could cause actual
results, performance or achievements of Aeterna and Ceapro to be
materially different from results, performance or achievements
expressed or implied by such forward-looking statements and, as
such, undue reliance must not be placed on them. Forward-looking
statements are also based on numerous material factors and
assumptions, including as described in this news release, with
respect to, among other matters: Aeterna’s and Ceapro's present and
the combined company’s future business strategies; operations
performance within expected ranges; anticipated future cash flows;
local and global economic conditions and the environment in which
the combined operations will operate in the future; anticipated
capital and operating costs; and the availability and timing of
required stock exchange, regulatory and other approvals for the
completion of the Transaction.
Many factors, known and unknown, could cause
actual results to be materially different from those expressed or
implied by such forward-looking statements. Such risks include, but
are not limited to: the ability to consummate the Transaction; the
satisfaction of other conditions to the consummation of the
Transaction on the proposed terms in the time assumed; the ability
to obtain necessary stock exchange, regulatory or other approvals
in the time assumed; the ability to realize the anticipated
benefits of the Transaction or to implement the business plan for
the combined company, including as a result of a delay in
completing the Transaction or difficulty in integrating the
businesses of the companies involved; significant Transaction costs
or unknown liabilities; directors and officers of Aeterna and
Ceapro may have interests in the Transaction that may be different
from those of Aeterna and Ceapro shareholders generally; the focus
of both management's time and attention on the Transaction may
detract from other aspects of their respective businesses; the tax
treatment of the Transaction may be subject to uncertainties; risks
relating to the retention of key personnel during the interim
period; the ability to realize synergies and cost savings at the
times, and to the extent anticipated; the potential impact on
research and development activities; the potential impact of the
announcement or consummation of the Transaction on relationships,
including with regulatory bodies, employees, suppliers, customers,
competitors and other key stakeholders; Aeterna’s and Ceapro's
economic model and liquidity risks; technology risks; changes in or
enforcement of national and local government legislation, taxation,
controls or regulations and/or changes in the administration of
laws, policies and practices; legal or regulatory developments and
changes; the impact of foreign exchange rates; pricing pressures;
and local and global political and economic conditions.
Information contained in forward-looking
statements is based upon certain material assumptions that were
applied in drawing a conclusion or making a forecast or projection,
including Aeterna’s and Ceapro's respective management perceptions
of historical trends, current conditions and expected future
developments, as well as other considerations that are believed to
be appropriate in the circumstances. Aeterna and Ceapro consider
these assumptions to be reasonable based on all currently available
information but caution the reader that these assumptions regarding
future events, many of which are beyond their control, may
ultimately prove to be incorrect since they are subject to risks
and uncertainties that affect Aeterna and Ceapro and their
businesses.
Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date made. For a more detailed discussion of such risks and
other factors that may affect Aeterna’s and Ceapro's ability to
achieve the expectations set forth in the forward-looking
statements contained in this news release, see Aeterna’s Annual
Report on Form 20-F and MD&A filed under Aeterna’s profile on
SEDAR+ at www.sedarplus.ca and on EDGAR
at www.sec.gov and Ceapro's MD&A filed under Ceapro's
profile on SEDAR+ at www.sedarplus.ca, as well as Aeterna’s
and Ceapro's other filings with the Canadian securities regulators
and the Securities and Exchange Commission. Other than as required
by law, Aeterna and Ceapro do not intend, and do not assume any
obligation to, update these forward-looking statements.
Information Concerning the Registration
Statement
Aeterna filed a Registration Statement on Form
F-1 (including a prospectus) (File No. 333-277115) (the
“Registration Statement”) with the U.S. Securities
and Exchange Commission (the “SEC”) to register
the issuance of Transaction Warrants and Common Shares issuable
upon exercise thereof in connection with the Transaction discussed
in this communication under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”). Before you
invest in any Common Shares, you should read the prospectus in the
Registration Statement and the other documents incorporated by
reference therein for more complete information about Aeterna,
Ceapro, the Transaction and the offering of Transaction Warrants
and the Common Shares issuable upon exercise thereof.
You may get copies of the Registration Statement
for free by visiting EDGAR on the SEC website at
www.sec.gov or at SEDAR+ at www.sedarplus.ca. Alternatively,
you may obtain copies of them by contacting Aeterna’s proxy
solicitor at the details provided below.
Other than as noted above, none of the
securities to be issued pursuant to or in connection with the
Transaction have been or will be registered under the U.S.
Securities Act, or any U.S. state securities laws, and such
securities are anticipated to be issued in reliance on the
exemption from the registration requirements of the U.S. Securities
Act provided by Section 3(a)(10) thereof and similar exemptions
under applicable state securities laws.
No Offer or Solicitation
This news release and the information contained
herein are not, and do not, constitute an offer to sell any
securities or a solicitation of an offer to buy any securities in
the United States or any other state or jurisdiction, nor shall any
securities of Aeterna be offered or sold in any jurisdiction in
which such an offer, solicitation or sale would be unlawful.
Neither the SEC nor any state securities commission has approved or
disapproved of the transactions described herein or determined if
this communication is truthful or complete. Any representation to
the contrary is a criminal offense.
You should not construe the contents of this
communication as legal, tax, accounting or investment advice or a
recommendation. You should consult your own counsel and tax and
financial advisors as to legal and related matters concerning the
matters described herein.
For additional information regarding the
Consolidation, the Transaction Warrants and the Transaction
generally, please refer to the Company’s Registration Statement and
the Notice of Special Meeting of Shareholders and Management
Information Circular dated February 9, 2024, which are available on
SEDAR+ at www.sedarplus.com or EDGAR at www.sec.gov.
For Further Information
Aeterna Investor Contact:Aeterna, Investor
RelationsAZinfo@aezsinc.com +1 843-900-3223
Aeterna Media Contact:Joel ShafferFGS
Longviewjoel.shaffer@fgslongview.com 416-670-6468
Aeterna Zentaris (TSX:AEZS)
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