Announcement • Jul 01
Hanmi Pharm. Co., Ltd. (KOSE:A128940) completed the acquisition of remaining 80.07% stake in Aptose Biosciences Inc. (TSX:APS).
Hanmi Pharm. Co., Ltd. (KOSE:A128940) entered into a non-binding letter of intent to acquire remaining 80.07% stake in Aptose Biosciences Inc. (TSX:APS) for CAD 4.9 million on September 9, 2025. Hanmi Pharm. Co., Ltd. entered into a definitive arrangement agreement to acquire remaining 80.07% stake in Aptose Biosciences Inc. for CAD 4.9 million on November 18, 2025. Under the terms of the Arrangement Agreement, upon the completion of the transactions contemplated under the Arrangement Agreement, Aptose shareholders, other than the Hanmi Purchasers and their respective affiliates that hold any Common Shares, will receive CAD 2.41 in cash per Common Share, which represents a premium of 28% over Aptose’s 30-day VWAP of CAD 1.88 on the Toronto Stock Exchange (TSX). Upon completion, Hanmi Pharm. Co., Ltd. will own 100% stake in Aptose Biosciences Inc. In case of termination of transaction, Aptose will pay a termination fee of CAD 0.30 million. Hanmi will have at the Effective Time sufficient funds available to satisfy the aggregate Consideration payable by the Hanmi pursuant to the Arrangement in accordance with the terms of this Agreement. As a result of the Arrangement, the Common Shares are expected to be delisted from the TSX at the close of trading on or about July 3, 2026.
The transaction is subject to approval of merger agreement by target board, approval of offer by target shareholders and subject to court approval. The Board of Directors of Aptose Biosciences Inc. formed a special committee for the transaction. The deal has been unanimously approved by the board. The expected completion of the transaction is January 16, 2026. As of February 23, 2026, Aptose entered into an amended and restated arrangement agreement. The Amended and Restated Agreement amends and restates the original agreement to, among other things, schedule a new date for the special meeting of shareholders to seek approval of the Transaction, originally scheduled to be held on January 16, 2026, which has been reconvened to March 31, 2026 at 11:00 a.m. (EST). The Original Meeting was postponed to address comments raised by the United States Securities and Exchange Commission (“SEC”) on the transaction statement on Schedule 13E-3, as amended. As of March 19, 2026, Aptose shareholders vote ”FOR” a special resolution to approve the transaction. As on March 31, 2026, shareholders of Aptose Biosciences and the Court of King’s Bench of Alberta approved the Arrangement. On April 30, 2026, Aptose Biosciences Inc. announced that the transaction had been delayed due to certain Korean regulatory approvals for the Arrangement still being in progress, and that the company expects the transaction to be completed in May 2026. On May 29, 2026, Aptose Biosciences announced today that closing of the previously announced arrangement with Hanmi Pharmaceutical and HS North America a wholly owned subsidiary of Hanmi, has been further delayed as certain Korean regulatory approvals pertaining to the Arrangement remain in progress. The parties do not anticipate that the review will prevent closing and continue to work toward completing the Arrangement that they now target for the month of June. As of June 30, 2026, the transaction has been approved by necessary regulatory approvals in Korea.
Locust Walk Partners, LLC acted as fairness opinion provider and financial advisor for Aptose Biosciences Inc. and the Special Committee. Charles-Antoine Soulière of McCarthy Tétrault LLP acted as legal advisor to the Special Committee and Aptose Biosciences Inc. Keith R. Chatwin of Stikeman Elliott LLP acted as legal advisor for Hanmi Pharm. Co., Ltd. Morrow Sodali (Canada) Ltd served as proxy solicitor while Computershare Investor Services Inc. acted as transfer agent and depository bank to Aptose. Aptose agreed to pay fees of up to $0.12 million (CAD 0.16 million) to Sodali & Co for proxy solicitation service. Meanwhile, Aptose has agreed to pay Locust Walk Partners a financial advisory work fee of $800 million (CAD 1.09 million) and a fee for the delivery of the Fairness Opinion worth $0.5 million (CAD 0.68 million).
Hanmi Pharm. Co., Ltd. (KOSE:A128940) completed the acquisition of remaining 80.07% stake in Aptose Biosciences Inc. (TSX:APS) on June 30, 2026.