Aeterna Zentaris Announces Details Regarding Transaction with Ceapro

TORONTO, ON, May 17, 2024 (GLOBE NEWSWIRE) -- 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.