공시 • Jun 05
Aeterna Zentaris Inc. (TSX:AEZS) completed the acquisition of Ceapro Inc. (TSX:AEZS) in a merger of equals transaction.
Aeterna Zentaris Inc. (TSX:AEZS) executed the Letter of Intent to acquire Ceapro Inc. (TSXV:CZO) in a merger of equals transaction on February 15, 2023. Aeterna Zentaris Inc. entered into a definitive agreement to acquire Ceapro Inc. for CAD 21.3 million in a merger of equals transaction on December 14, 2023. Under the terms of the transaction, each outstanding Ceapro common share will be exchanged for 0.09439 of an Aeterna common share, with the result that Ceapro will become a wholly-owned subsidiary of Aeterna. All outstanding options to acquire Ceapro common shares to be replaced by options. As part of the Transaction, Aeterna will issue to its shareholders immediately prior to the closing of the Transaction, 0.47698 of a share purchase warrant for each Aeterna common share held as of such date. Following the closing of the transaction, the former shareholders of Ceapro will own 50% of Aeterna and the pre-transaction securityholders of Aeterna will own the remaining 50%, assuming the exercise of all transaction warrants. As per the agreement a reciprocal termination fee of CAD 0.5 million is payable in certain circumstances. As of May 17, 2024, 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. Following the closing of the transaction, the board of directors of the combined company will consist of eight directors, comprised of four independent directors from Ceapro, three independent directors from Aeterna and Gilles Gagnon, who currently serves on both boards. Management of the combined operations will include executives from both Ceapro and Aeterna, with Ceapro’s current Chief Executive Officer, Gilles Gagnon, and Aeterna’s current Chief Financial Officer, Giuliano La Fratta, continuing to carry out their respective responsibilities following the closing of the transaction. Post the transaction, Ceapro's common shares will be de-listed from the TSX Venture Exchange and the combined company is expected to be listed on the Nasdaq Capital Market (“Nasdaq”) and the Toronto Stock Exchange (the “TSX”). Ceapro is expected to be the accounting acquirer.
The transaction is subject to approval of Ceapro and Aeterna shareholders, Alberta court approval, applicable stock exchange approvals and other customary closing conditions. Aeterna’s and Ceapro’s Board of Directors have unanimously approved the transaction, based on the unanimous recommendation of the Aeterna board's strategic committee and Ceapro board's special committee. As of May 1, 2024, Aeterna Zentaris completed the share consolidation on the basis of one post-Consolidation Common Share for every four pre-Consolidation Common Shares. The transaction is expected to close in the second quarter of 2024. As of March 12, 2024, shareholder of ceapro and Aeterna approved the deal. As of March 28, 2024, Court of King's Bench of Alberta has issued a final order approving the arrangement. As of May 17, 2024, the Transaction is expected to close on or about June 3, 2024. Transaction is expected to close in the second quarter of 2024, subject to the closing conditions.
Raymond James Ltd. acted as financial advisor and fairness opinion provider to Aeterna. Norton Rose Fulbright acted as Canadian and U.S. legal advisor to Aeterna. Kingsdale Advisors acted as proxy solicitor to Aeterna. Bloom Burton Securities Inc. acted as financial advisor and fairness opinion provider to Ceapro. Blake, Cassels & Graydon LLP acted as Canadian legal advisor and Troutman Pepper Hamilton Sanders LLP acted as U.S. legal advisor to Ceapro. Computershare Trust Company of Canada acted as depositary to Aeterna Zentaris. Computershare Investor Services Inc. acted as depositary to Ceapro. Kingsdale Advisors will receive a fee of CAD 110,000. Morrow Sodali (Canada) Ltd. acted as information agent to Ceapro. Norton Rose Fulbright Canada LLP and Raymond James Ltd. acted as due diligence providers to Aeterna.
Aeterna Zentaris Inc. (TSX:AEZS) completed the acquisition of Ceapro Inc. (TSXV:CZO) in a merger of equals transaction on June 3, 2024. The shares of Ceapro are expected to be delisted from the TSX Venture Exchange within five business days. Ceapro is also in the process of applying to cease to be a reporting issuer under applicable Canadian securities laws. Pursuant to the Transaction, former Ceapro shareholders are entitled to receive 0.02360 of an Aeterna Zentaris share for each Ceapro share held. Following the closing of the Transaction, Aeterna’s board of directors now consists of eight directors: Ronald W. Miller (Chair), Carolyn Egbert, Gilles Gagnon, Ulrich Kosciessa, Geneviève Foster, William Li, Dennis Turpin and Peter Edwards. The executive leadership team now consists of Gilles Gagnon, President and Chief Executive Officer, and Giuliano La Fratta, Senior Vice President and Chief Financial Officer.