Ceapro Inc. Announces the Mailing of Meeting Materials in Connection With the Special Meeting of Securityholders to Approve Merger With Aeterna Zentaris

EDMONTON, Alberta, Feb. 15, 2024 (GLOBE NEWSWIRE) -- Ceapro Inc. (TSXV: CZO) (OTCQX: CRPOF) (“Ceapro” or the “Company”) is pleased to announce that it has mailed and filed a management information circular dated February 9, 2024 and related meeting materials (collectively, the “Meeting Materials”) for the special meeting (the “Meeting”) of Securityholders (as defined below) to be held on March 12, 2024, called to consider, among other things, the previously announced all-stock merger of equals transaction pursuant to which it is proposed that, in accordance with the terms announced on December 14, 2023, (i) Aeterna Zentaris Inc. (“Aeterna Zentaris”) will acquire all of the issued and outstanding common shares in the share capital of the Company (the “Shares”) from the shareholders of the Company (the “Shareholders”), in exchange for Aeterna Zentaris common shares (the “Aeterna Zentaris Shares”), and (ii) each of the outstanding options to purchase Shares will cease to represent an option or other right to acquire a Share and will be exchanged for a replacement option allowing their holders (collectively with the Shareholders, the “Securityholders”) to acquire Aeterna Zentaris Shares on similar terms, by way of a statutory plan of arrangement (the “Arrangement”).

After giving effect to the Arrangement, the combined company (the “Resulting Issuer”) is expected to be listed on the Nasdaq Capital Market (the “Nasdaq”) and the Toronto Stock Exchange (the “TSX”), subject to the receipt of all necessary approvals. A new name for the Resulting Issuer is expected to be announced following the closing of the Arrangement.

Board Recommendation

Based on the unanimous recommendation of the special committee of independent directors of the Company, and after consultation with its outside financial and legal advisors, the board of directors of the Company (the “Board”), with Gilles Gagnon declaring his conflict of interest as a director of Aeterna Zentaris and therefore abstaining from voting, unanimously determined that the Arrangement is in the best interests of the Company and fair to Securityholders, and recommends that Securityholders vote in favour of the Arrangement at the Meeting.