Aeterna Zentaris Reveals Transaction Details with Ceapro

May 17, 2024 -- 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) of its common shares on the basis of one post-Consolidation Common Share for every four pre-Consolidation Common Shares. As a result of this Consolidation, the exchange ratio for issuing Common Shares to Ceapro shareholders under the Transaction has been adjusted. Upon closing the Transaction, Ceapro shareholders will receive 0.02360 of a Common Share for each Ceapro share held.

As part of the merger, 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. 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 executed during the due bill period will be flagged to ensure purchasers receive the entitlement to the Transaction Warrants. Ex-distribution trading in Common Shares will start on June 3, 2024, meaning purchases of Common Shares will no longer carry the entitlement to Transaction Warrants. The due bill redemption date will be June 4, 2024.

Shareholders do not need to take any action regarding the issuance of Transaction Warrants. Aeterna will issue direct registration system (“DRS”) advice statements representing the Transaction Warrants and send out DRS advice statements to registered shareholders indicating the number of Transaction Warrants they are receiving. Additionally, Computershare Trust Company of Canada will electronically issue the appropriate number of Transaction Warrants to CDS and DTC for further distribution to their respective participants. Non-registered (beneficial) shareholders holding their Common Shares in an account with their investment dealer or intermediary will have their accounts automatically updated by their dealer or intermediary to reflect the Transaction Warrants in line with 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 Zentaris is a specialty biopharmaceutical company developing and commercializing a diverse portfolio of pharmaceutical and diagnostic products, focusing on areas with significant unmet medical needs. Aeterna's lead product, macimorelin (Macrilen; Ghryvelin), is the first and only U.S. FDA and European Commission approved oral test for diagnosing adult growth hormone deficiency (AGHD). Aeterna is leveraging the clinical success and safety profile of macimorelin to develop it for diagnosing childhood-onset growth hormone deficiency (CGHD), another area of significant unmet need.

Aeterna is also committed to developing its therapeutic assets and has established a pre-clinical development pipeline to potentially address unmet medical needs across several indications, including neuromyelitis optica spectrum disorder (NMOSD), Parkinson's disease (PD), hypoparathyroidism, and amyotrophic lateral sclerosis (ALS; Lou Gehrig's disease).

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