Thursday, May 30, 2024

Aeterna Zentaris and Ceapro Merger Authorised by Securityholders at Particular Conferences

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TORONTO and EDMONTON, March 12, 2024 (GLOBE NEWSWIRE) — Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna”) and Ceapro Inc. (TSX-V: CZO; OTCQX: CRPOF) (“Ceapro”) are happy to announce that securityholders of each biopharmaceutical growth firms accredited the all-stock merger of equals transaction (the “Transaction”) at their respective particular conferences held at present. The particular voting outcomes have been as follows:

Aeterna shareholders accredited the Transaction with the next voting outcomes:

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Decision Voting Outcomes
1. Issuance Decision For: 604,823 / 78.97%
Towards: 161,099 / 21.03%
2. Improve Variety of Administrators For: 610,523 / 79.71%
Towards: 155,399 / 20.29%
3. Conditional Election of Ronald W. Miller For: 622,082 / 81.22%
Towards: 143,840 / 18.78%
4. Conditional Election of Ulrich Kosciessa For: 620,608 / 81.03%
Towards: 145,314 / 18.97%
5. Conditional Election of Geneviève Foster For: 623,085 / 81.35%
Towards: 142,837 / 18.65%
6. Conditional Election of William Li For: 626,788 / 81.83%
Towards: 139,134 / 18.17%
7. Consolidation Decision For: 604,407 / 78.91%
Towards: 161,515 / 21.09%

Ceapro securityholders accredited the Transaction with the next voting outcomes:

Decision Shareholders Votes For / Towards, Vote Share For / Towards Shareholders and Optionholders Votes For / Towards, Vote Share For / Towards
  1. Association Decision
22,307,308 / 10,872,013
67.23% / 32.77%
24,795,308 / 10,872,013
69.52% / 30.48%

“We thank our shareholders for his or her backing of this transaction,” mentioned Carolyn Egbert, Chair of Aeterna. “This is a superb end result that helps the creation of what we consider shall be a long-term sustainable enterprise, optimally positioned to ship worth to the biopharma sector, and to Aeterna and Ceapro shareholders.”

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“We’re thrilled by the assist for this transaction displayed by our valued securityholders at at present’s assembly,” echoed Ronnie Miller, Chairman of Ceapro. “That is an integral step on the trail to finishing the Transaction with Aeterna.”

The Transaction is topic to customary closing circumstances for transactions of this nature, together with Alberta courtroom approval and relevant inventory change approvals. Topic to acquiring all required approvals and satisfying all required circumstances, the Transaction is predicted to shut within the second quarter of 2024. Following closing, a brand new title for the mixed firm shall be introduced for shareholders of the mixed firm to contemplate and approve on the first annual assembly of the mixed firm. The mixed firm is predicted to be listed on the Nasdaq and the TSX, topic to the receipt of all vital approvals.

Additional Data

Additional disclosure on the Transaction will be discovered within the respective administration data circulars filed by Aeterna and Ceapro which can be found below every firm’s profile on SEDAR+ at www.sedarplus.ca or, as regards Aeterna, on EDGAR at www.sec.gov.

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About Aeterna Zentaris Inc.

Aeterna is a specialty biopharmaceutical firm creating and commercializing a diversified portfolio of pharmaceutical and diagnostic merchandise targeted on areas of great unmet medical want. Aeterna’s lead product, macimorelin (Macrilen; Ghryvelin), is the primary and solely U.S. FDA and European Fee accredited oral take a look at indicated for the prognosis of grownup development hormone deficiency (AGHD). Aeterna is leveraging the scientific success and compelling security profile of macimorelin to develop it for the prognosis of childhood-onset development hormone deficiency (CGHD), an space of great unmet want.

Aeterna can be devoted to the event of its therapeutic property and has established a pre-clinical growth pipeline to probably handle unmet medical wants throughout quite a lot of indications, together with neuromyelitis optica spectrum dysfunction (NMOSD), Parkinson’s illness (PD), hypoparathyroidism and amyotrophic lateral sclerosis (ALS; Lou Gehrig’s illness). For extra data, please go to www.zentaris.com and join with Aeterna on LinkedIn and Fb.

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About Ceapro Inc.

Ceapro is a Canadian biotechnology firm concerned within the growth of proprietary extraction know-how and the appliance of this know-how to the manufacturing of extracts and “energetic components” from oats and different renewable plant assets.

Ceapro provides additional worth to its extracts by supporting their use in cosmeceutical, nutraceutical and therapeutics merchandise for people and animals. Ceapro has a broad vary of experience in pure product chemistry, microbiology, biochemistry, immunology and course of engineering. These abilities merge within the fields of energetic components, biopharmaceuticals and drug-delivery options. For extra data on Ceapro, please go to Ceapro’s web site at www.ceapro.com.

Ahead-Wanting Statements

The knowledge on this information launch has been ready as at March 12, 2024. Sure statements on this information launch, referred to herein as “forward-looking statements”, represent “forward-looking statements” throughout the which means of america Personal Securities Litigation Reform Act of 1995 and “forward-looking data” below the provisions of Canadian securities legal guidelines. All statements, apart from statements of historic reality, that handle circumstances, occasions, actions, or developments that would or could or will happen are forward-looking statements. When used on this press launch, phrases equivalent to “anticipate”, “assume”, “consider”, “proceed”, “may”, “anticipate”, “forecast”, “future”, “aim”, “steerage”, “point out”, “intend”, “possible”, “keep”, “could”, “goal”, “outlook”, “plan”, “potential”, “challenge”, “search”, “technique”, “synergies”, “view”, “will”, “would” or the unfavourable or comparable terminology in addition to phrases often used sooner or later and the conditional are typically supposed to determine forward-looking statements, though not all forward-looking statements embrace such phrases.

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Ahead-looking statements on this information launch embrace, however usually are not restricted to statements and feedback referring to: the anticipated outcomes and advantages of the Transaction; the power of Aeterna and Ceapro to finish the Transaction on the phrases described herein, or in any respect; the anticipated timeline for the completion of the Transaction; and receipt of regulatory and inventory change approvals (together with approval of the continued itemizing of Aeterna’s frequent shares on the Nasdaq and the TSX).

Ahead-looking statements are essentially based mostly upon quite a lot of elements and assumptions that, whereas thought-about affordable by Aeterna and Ceapro as of the date of such statements, are inherently topic to vital enterprise, financial, operational and different dangers, uncertainties, contingencies and different elements, together with these described beneath, which may trigger precise outcomes, efficiency or achievements of Aeterna and Ceapro to be materially totally different from outcomes, efficiency or achievements expressed or implied by such forward-looking statements and, as such, undue reliance should not be positioned on them. Ahead-looking statements are additionally based mostly on quite a few materials elements and assumptions, together with as described on this information launch, with respect to, amongst different issues: Aeterna’s and Ceapro’s current and future enterprise methods; operations efficiency inside anticipated ranges; anticipated future money flows; native and international financial circumstances and the atmosphere wherein the mixed operations will function sooner or later; anticipated capital and working prices; and the provision and timing of required inventory change, regulatory and different approvals for the completion of the Transaction.

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Many elements, identified and unknown, may trigger precise outcomes to be materially totally different from these expressed or implied by such forward-looking statements. Such dangers embrace, however usually are not restricted to: the power to consummate the Transaction; the satisfaction of different circumstances to the consummation of the Transaction on the proposed phrases within the time assumed; the power to acquire vital inventory change, regulatory or different approvals within the time assumed; the power to understand the anticipated advantages of the Transaction or to implement the marketing strategy for the mixed firm, together with on account of a delay in finishing the Transaction or problem in integrating the companies of the businesses concerned; vital Transaction prices or unknown liabilities; administrators and officers of Aeterna and Ceapro could have pursuits within the Transaction which may be totally different from these of Aeterna and Ceapro shareholders typically; the main focus of each administration’s time and a spotlight on the Transaction could detract from different facets of their respective companies; the tax remedy of the Transaction could also be topic to uncertainties; dangers referring to the retention of key personnel throughout the interim interval; the power to understand synergies and value financial savings on the occasions, and to the extent anticipated; the potential influence on analysis and growth actions; the potential influence of the announcement or consummation of the Transaction on relationships, together with with regulatory our bodies, staff, suppliers, prospects, opponents and different key stakeholders; Aeterna’s and Ceapro’s financial mannequin and liquidity dangers; know-how dangers; modifications in or enforcement of nationwide and native authorities laws, taxation, controls or laws and/or modifications within the administration of legal guidelines, insurance policies and practices; authorized or regulatory developments and modifications; the influence of overseas change charges; pricing pressures; and native and international political and financial circumstances.

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Data contained in forward-looking statements is predicated upon sure materials assumptions that have been utilized in drawing a conclusion or making a forecast or projection, together with Aeterna’s and Ceapro’s respective administration perceptions of historic tendencies, present circumstances and anticipated future developments, in addition to different issues which might be believed to be applicable within the circumstances. Aeterna and Ceapro take into account these assumptions to be affordable based mostly on all at present accessible data however warning the reader that these assumptions relating to future occasions, lots of that are past their management, could in the end show to be incorrect since they’re topic to dangers and uncertainties that have an effect on Aeterna and Ceapro and their companies.

Readers are cautioned to not place undue reliance on these forward-looking statements, which communicate solely as of the date made. For a extra detailed dialogue of such dangers and different elements which will have an effect on Aeterna’s and Ceapro’s potential to attain the expectations set forth within the forward-looking statements contained on this information launch, see Aeterna’s Annual Report on Kind 20-F and MD&A filed below Aeterna’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov and Ceapro’s MD&A filed below Ceapro’s profile on SEDAR+ at www.sedarplus.ca, in addition to Aeterna’s and Ceapro’s different filings with the Canadian securities regulators and the Securities and Change Fee. Aside from as required by regulation, Aeterna and Ceapro don’t intend, and don’t assume any obligation to, replace these forward-looking statements.

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Data Regarding the Registration Assertion

Aeterna filed a Registration Assertion on Kind F-1 (together with a prospectus) (File No. 333-277115) (the “Registration Assertion”) with the U.S. Securities and Change Fee (the “SEC”) on February 15, 2024 for the issuance of frequent share buy warrants and customary shares issuable upon train thereof in reference to the Transaction mentioned on this communication, however it has not but change into efficient. The frequent share buy warrants and customary shares issuable upon train thereof will not be offered nor could affords to purchase them be accepted previous to the time the Registration Assertion turns into efficient. Earlier than you put money into any Aeterna frequent shares, you must learn the prospectus within the Registration Assertion and the opposite paperwork integrated by reference therein for extra full details about Aeterna, Ceapro, the Transaction and the frequent share buy warrant providing.

You might get copies of the Registration Assertion free of charge by visiting EDGAR on the SEC web site at www.sec.gov or at SEDAR+ at www.sedarplus.ca. Alternatively, chances are you’ll receive copies of them by contacting Aeterna’s proxy solicitor on the particulars offered beneath.

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Aside from as famous above, not one of the securities to be issued pursuant to or in reference to the Transaction have been or shall be registered below america Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities legal guidelines, and such securities are anticipated to be issued in reliance on the exemption from the registration necessities of the U.S. Securities Act offered by Part 3(a)(10) thereof and related exemptions below relevant state securities legal guidelines.

No Provide or Solicitation

This information launch and the data contained herein usually are not, and don’t, represent a suggestion to promote any securities or a solicitation of a suggestion to purchase any securities in america or every other state or jurisdiction, nor shall any securities of Aeterna be supplied or offered in any jurisdiction wherein such a suggestion, solicitation or sale can be illegal. Neither the SEC nor any state securities fee has accredited or disapproved of the transactions described herein or decided if this communication is truthful or full. Any illustration on the contrary is a legal offense.

You shouldn’t construe the contents of this communication as authorized, tax, accounting or funding recommendation or a suggestion. You need to seek the advice of your personal counsel and tax and monetary advisors as to authorized and associated issues in regards to the issues described herein.

For Additional Data

Aeterna Investor Contact:
Aeterna, Investor Relations
AZinfo@aezsinc.com

+1 843-900-3223

Aeterna Media Contact:
Joel Shaffer
FGS Longview
joel.shaffer@fgslongview.com

416-670-6468

Ceapro Contact:
Jenene Thomas
JTC Staff, LLC
czo@jtcir.com
+1 (833) 475-8247


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