The Toronto Stock Exchange reports that Aeterna Zentaris Inc. and Ceapro Inc. entered into an arrangement agreement on Dec. 14, 2023, as amended by the amendment agreement between the company and Ceapro dated Jan. 16, 2024, whereby each outstanding common share of Ceapro will be exchanged for 0.02360 of a common share of Aeterna. The exchange ratio takes into account the effect of the company's recent one-for-four share consolidation.

Additionally, 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. The record date is May 29, 2024 (at the close of business), and the payable date is May 31, 2024. The ex distribution date is June 3, 2024 (at the open). No fractional transaction warrants will be issued to shareholders as a result of the distribution and the number of transaction warrants issued to each shareholder will be rounded down to the nearest whole number of transaction warrants. No consideration will be paid for any rounded down fraction of a transaction warrant.

The TSX notes that due bills representing the entitlement to the transaction warrants will trade together with the shares during the due-bill trading period. The due-bill trading period will commence at the open on May 29, 2024, and terminate at the close on May 31, 2024. The TSX has been advised that, in respect of the distribution, the Aeterna shares will trade on the Nasdaq Capital Market under co-ordinated due-bill trading procedures and the shares will commence trading on the Nasdaq on an ex distribution basis at the open on June 3, 2024.

According to the TSX, each transaction warrant will be exercisable for one share of Aeterna at one U.S. cent per share. The exercise price is payable on a cashless basis, meaning that the number of shares to which a shareholder is entitled is reduced by an amount equal to the aggregate exercise price of the transaction warrants that a shareholder is exercising. There is no need to submit cash to exercise transaction warrants.

The transaction warrants will not be listed for trading on the TSX, the Nasdaq or any other stock exchange. As a result, there is no market for the trade or transfer of transaction warrants, and transaction warrants can only be transferred in accordance with applicable securities laws. The transaction warrants will expire three years from the date of issuance. Beneficial holders of transaction warrants can exercise their transaction warrants by following the processes required by the intermediary that holds their transaction warrants on their behalf. Registered holders of transaction warrants can exercise their transaction warrants by: (i) completing the exercise notice attached to the warrant certificate; and (ii) delivering such warrant certificate and the executed exercise notice to Computershare Trust Company of Canada. Shareholders should contact their participant or other intermediary to confirm their specific procedures for exercising transaction warrants.

For more information, see Aeterna's management information circular dated Feb. 9, 2024, and its news release dated May 17, 2024.