ISS Recommends on Aeterna-Ce Arrangement

TL;DR

**Aeterna announced ISS recommendations for its Special Meeting on the Ce arrangement, watch for shareholder vote impact.**

AI Summary

Aeterna Zentaris Inc. announced on February 26, 2024, that proxy advisory firm ISS has issued its recommendations concerning Aeterna's previously disclosed Special Meeting of Shareholders. This meeting is related to a proposed Plan of Arrangement between Aeterna and "Ce". The announcement indicates a procedural step forward in the proposed corporate action.

Why It Matters

Proxy advisor recommendations significantly influence institutional shareholder votes on major corporate actions like mergers or plans of arrangement, potentially determining the outcome of Aeterna's proposed deal with "Ce".

Risk Assessment

Risk Level: medium — The outcome of the proposed Plan of Arrangement with "Ce" is now subject to shareholder voting, which can be influenced by proxy advisor recommendations, creating uncertainty.

Key Players & Entities

• Aeterna Zentaris Inc. (company) — registrant
• ISS (company) — proxy advisory firm
• Ce (company) — party in Plan of Arrangement

FAQ

Filing Documents

• form6-k.htm (6-K) — 41KB
• ex99-1.htm (EX-99.1) — 47KB
• form6-k_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-007859.txt ( ) — 95KB

From the Filing

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-38064 Aeterna Zentaris Inc. (Translation of registrant’s name into English) c/o Norton Rose Fulbright Canada, LLP, 222 Bay Street, Suite 3000, PO Box 53, Toronto ON M5K 1E7, Canada (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F On February 26, 2024, Aeterna Zentaris Inc. (“Aeterna”) issued a news release announcing the recommendations of proxy advisory firm ISS with respect to Aeterna’s previously announced Special Meeting of Shareholders related to its proposed Plan of Arrangement with Ceapro Inc. (“Ceapro”). A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Aeterna has filed a Registration Statement on Form F-1 (including a prospectus) (File No. 333-277115) (the “Form F-1 Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) on February 15, 2024 for the issuance of common share purchase warrants and common shares issuable upon exercise thereof in connection with the Plan of Arrangement, but it has not yet become effective. The common share purchase warrants and common shares issuable upon the exercise thereof may not be sold nor may offers to buy them be accepted prior to the time the Form F-1 Registration Statement becomes effective. Before you invest, you should read the prospectus in the Form F-1 Registration Statement and the other documents incorporated by reference therein for more complete information about Aeterna, Ceapro, the Plan of Arrangement and the common share purchase warrant offering. You may get copies of the Form F-1 Registration Statement for free by visiting EDGAR on the SEC website at www.sec.gov or at SEDAR+ at www.sedarplus.ca. Alternatively, you may obtain copies of them by contacting the following: Aeterna’s Proxy Solicitor Kingsdale Advisors 1-866-581-1513 (North American Toll Free) or 416-623-2513 (Outside North America — text and call enabled) contactus@kingsdaleadvisors.com www.AEZSmerger.com Media Contact Joel Shaffer FGS Longview joel.shaffer@fgslongview.com 416-670-6468 No Offer or Solicitation This Report on Form 6-K and the exhibit attached hereto and incorporated by reference herein, and the information contained herein and therein are not, and do not, constitute an offer to sell any securities or a solicitation of an offer to buy any securities in the United States or any other state or jurisdiction, nor shall any securities of Aeterna be offered or sold in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Neither the SEC nor any state securities commission has approved or disapproved of the transactions described herein or determined if this communication is truthful or complete. Any representation to the contrary is a criminal offense. You should not construe the contents of this Report on Form 6-K or the exhibit attached hereto and incorporated herein by reference as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein. Forward-Looking The information in this Report on Form 6-K and the exhibit attached hereto and incorporated herein by reference include forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Forward-looking to the Arrangement Agreement, dated as of December 14, 2023, between Aeterna and Ceapro with respect thereto within the time expected or at all and, if completed, the anticipated benefits and synergies as well as the assets, cost structure, financial position, cash flows and growth prospects of the combined company. Risks and factors that could cause actual results or outcomes to differ materially from expectations include, among others, the following: the failure of Aeterna or Ceapro to receive shareholder approval; the failure of Aeterna or Ceapro to obtain regulatory approvals and securities exchange approvals, including from the Nasdaq Capital Market (“NASDAQ”) and the Toronto Stock Exchange (&ldqu

View Full Filing

View this 6-K filing on SEC EDGAR