CZO Ceapro Inc

Ceapro Inc. (TSXV: CZO) (OTCQX: CRPOF) (“Ceapro” or the “Company”) is pleased to announce that it has mailed and filed a management information circular dated February 9, 2024 and related meeting materials (collectively, the “Meeting Materials”) for the special meeting (the “Meeting”) of Securityholders (as defined below) to be held on March 12, 2024, called to consider, among other things, the previously announced all-stock merger of equals transaction pursuant to which it is proposed that, in accordance with the terms announced on December 14, 2023, (i) Aeterna Zentaris Inc. (“Aeterna Zentaris”) will acquire all of the issued and outstanding common shares in the share capital of the Company (the “Shares”) from the shareholders of the Company (the “Shareholders”), in exchange for Aeterna Zentaris common shares (the “Aeterna Zentaris Shares”), and (ii) each of the outstanding options to purchase Shares will cease to represent an option or other right to acquire a Share and will be exchanged for a replacement option allowing their holders (collectively with the Shareholders, the “Securityholders”) to acquire Aeterna Zentaris Shares on similar terms, by way of a statutory plan of arrangement (the “Arrangement”).

After giving effect to the Arrangement, the combined company (the “Resulting Issuer”) is expected to be listed on the Nasdaq Capital Market (the “Nasdaq”) and the Toronto Stock Exchange (the “TSX”), subject to the receipt of all necessary approvals. A new name for the Resulting Issuer is expected to be announced following the closing of the Arrangement.

Board Recommendation

Based on the unanimous recommendation of the special committee of independent directors of the Company, and after consultation with its outside financial and legal advisors, the board of directors of the Company (the “Board”), with Gilles Gagnon declaring his conflict of interest as a director of Aeterna Zentaris and therefore abstaining from voting, unanimously determined that the Arrangement is in the best interests of the Company and fair to Securityholders, and recommends that Securityholders vote in favour of the Arrangement at the Meeting.

The Board believes this is a compelling opportunity for Ceapro and its investors for a number of reasons, including:

• Recurring revenue to support business expansion. The Resulting Issuer is expected to benefit from ongoing revenue from existing Ceapro products, which provide near term revenue owing to the streamlined development and commercialization opportunities in the cosmeceutical and nutraceutical space, along with license revenue from the partnering of Aeterna Zentaris’ pharmaceutical products, including macimorelin (Macrilen®; Ghryvelin™), which have the potential to create long-term value for investors. These revenue streams are planned to be used to support the development of high potential-return products, ideally creating growing and sustainable revenue, and represent a more diversified value proposition for investors. The pipeline of products being developed should generate an increased and consistent news flow, a key supporting factor in investor interest.
• Stronger Financial Position and Flexibility. The Resulting Issuer will have increased financial flexibility with enhanced free cash flow and a strengthened balance sheet, with approximately $57 million in unrestricted cash as at September 30, 2023 on a pro forma basis.
• Diversified commercial and development product pipeline. The Resulting Issuer is anticipated to have a stronghold in the active ingredients market and value-driving cosmeceutical products (i.e. oat beta glucan and avenanthramides, which are found in leading skincare product brands including Aveeno, Jergens, Neutrogena, Lubriderm and other leading brand names) and nutraceuticals. The Resulting Issuer is also expected to benefit from an extensive pipeline of innovative products in development, including Ceapro’s quicker to market biotechnology products and Aeterna Zentaris’ potentially higher return, but longer-horizon, products. With this pipeline rejuvenation, the Resulting Issuer is expected to boast:
  • more products in the pipeline that are closer to potential commercialization;
  • an enhanced ability to strategically focus financial and company resources in a manner that provides the most value to the company and shareholders; and
  • a more compelling value proposition and lower risk profile.
• Expanded pharmaceutical research and development capabilities. Both Ceapro and Aeterna Zentaris bring deep expertise and knowledge that are expected to play a key role in advancing the Resulting Issuer and its development pipeline. The Resulting Issuer will have the infrastructure to support development activities and potentially offer improved efficiencies, in addition to cost savings. The Resulting Issuer will also have an expanded development pipeline of products which it is committed to prioritizing as management evaluates what will provide the best overall potential for the Resulting Issuer, shareholders and consumers.
• Improved Trading Liquidity and Capital Markets Exposure. Subject to regulatory approvals, the Resulting Issuer will be listed on both the TSX and the Nasdaq, providing it with greater exposure to capital markets than is currently available to Ceapro.
• Experienced Leadership. Both companies have expertise that can build upon each other resulting in a stronger company. For example, Aeterna Zentaris is adept at navigating the conduct of human clinical trials and the critical regulatory approval process required to bring pharmaceutical products to market, which provides a synergistic addition to Ceapro as it continues to advance higher value pharmaceutical opportunities for its active ingredients and technologies.

Special Meeting of Securityholders

On January 18, 2024, the Court of King’s Bench of Alberta (the “Court”) granted an interim order providing for, among other things, the calling and holding of the Meeting. The Meeting will be held at 9:00 a.m. (Mountain Standard Time) / (11:00 a.m. Eastern Standard Time) on March 12, 2024 as a virtual only securityholder meeting with participation electronically via www.virtualshareholdermeeting.com/CZO2024SM. Only Securityholders of record as of the close of business on January 12, 2024 are eligible to vote at the Meeting.

To be effective, the special resolution approving the Arrangement to be considered at the Meeting must be approved by at least (i) 662/3% of the votes cast by Shareholders; and (ii) 662/3% of the votes cast by Securityholders, voting together as a single class, present virtually or represented by proxy and entitled to vote at the Meeting. Subject to the receipt of the requisite approval of the Securityholders, final approval of the Arrangement by the Court and the satisfaction of other customary conditions, the Arrangement is expected to be completed in the second quarter of 2024.

The Meeting Materials, which have been mailed to Securityholders and are available under the Company’s profile on SEDAR+ (www.sedarplus.ca), provide important information about the Arrangement, the Meeting and related matters, including how Securityholders can participate and vote at the Meeting, and the background that led to the Arrangement.

To be used at the Meeting, instruments of proxy must be received by Broadridge Investor Communications Corporation (“Broadridge”) no later than 9:00 a.m. (Mountain Standard Time) on March 8, 2024, or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Sundays, Saturdays and statutory holidays in the Province of Alberta) prior to the time set for the adjourned or postponed Meeting.

Securityholders who have any questions or require more information with regard to the transactions described herein or the procedures for voting should contact the Company’s proxy solicitation agent, Morrow Sodali, at (800) 662-5200 toll free in North America, or call outside North America at (203) 658-9400, or by email at ceapro@investor.morrowsodali.com.

Voting Methods

Registered Securityholders

Registered Securityholders and duly appointed proxyholders may vote on matters presented at the Meeting by:

Virtually – completing a ballot online during the Meeting. Securityholders need to visit www.virtualshareholdermeeting.com/CZO2024SM and log in using the 16-digit control number included on the instrument of proxy.

Via the Internet – going to www.proxyvote.com, entering the 16-digit control number included on the instrument of proxy and following the instructions on screen.

Via Mail – dating, signing and returning the instrument of proxy to Broadridge. To be valid, completed instruments of proxy must be dated, signed and deposited with Broadridge by mail to: Broadridge Investor Communications Corporation, Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, Ontario L3R 9Z9.

Non-Registered Shareholders

Non-registered Shareholders (for example, Shareholders who hold Shares in an account with a broker or other intermediary) should follow the voting procedures described in the instrument of proxy or voting instruction form provided by their intermediary or call their intermediary for information as to how they can vote their Shares.

About Ceapro Inc.

Ceapro is a Canadian biotechnology company involved in the development of proprietary extraction technology and the application of this technology to the production of extracts and “active ingredients” from oats and other renewable plant resources.

Ceapro adds further value to its extracts by supporting their use in cosmeceutical, nutraceutical and therapeutics products for humans and animals. Ceapro has a broad range of expertise in natural product chemistry, microbiology, biochemistry, immunology and process engineering. These skills merge in the fields of active ingredients, biopharmaceuticals and drug-delivery solutions. For more information on Ceapro, please visit Ceapro’s website at www.ceapro.com.

Forward-looking information

The information in this news release has been prepared as at February [14], 2024. Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company’s beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflect current expectations or beliefs regarding future events and is typically identified by words such as “anticipate”, “assume”, “believe”, “continue”, “could”, “expect”, “forecast”, “future”, “goal”, “guidance”, “indicate”, “intend”, “likely”, “maintain”, “may”, “objective”, “outlook”, “plan”, “potential”, “project”, “seek”, “should”, “strategy”, “synergies”, “view”, “will”, “would”, and similar expressions suggesting future outcomes or statements regarding an outlook. Forward-looking information includes, but is not limited to, statements with respect to the Arrangement, including the expected timing and outcome of the Meeting, closing and various other steps to be completed in connection with the Arrangement, and other statements that are not historical facts, including the Resulting Issuer’s assets, cost structure, financial position, cash flows and growth prospects; the anticipated benefits and synergies of the combined operations; the ability of Ceapro and Aeterna Zentaris to complete the Arrangement on the terms described herein, or at all; the anticipated timeline for the completion of the Arrangement; and receipt of regulatory, stock exchange and shareholder approvals (including approval of the continued listing of the Aeterna Zentaris Shares on the Nasdaq and the TSX).

Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company or the Resulting Issuer to be materially different from future results, performance or achievements expressed or implied by such information. There can be no assurance that such information will prove to be accurate. Such information is based on numerous assumptions, including assumptions regarding the ability to complete the Arrangement on the contemplated terms or at all; that the conditions precedent to closing of the Arrangement can be satisfied, and assumptions regarding present and future business strategies; operations performance within expected ranges; anticipated future cash flows; local and global economic conditions and the environment in which the Company or the Resulting Issuer will operate in the future; anticipated capital and operating costs; and the availability and timing of required stock exchange, regulatory, shareholder and other approvals for the completion of the Arrangement.

Although the Company believes that the forward-looking information in this news release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond Ceapro’s and Aeterna Zentaris’ control, that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors: the ability to consummate the Arrangement; the ability to obtain requisite shareholder approvals and the satisfaction of other conditions to the consummation of the Arrangement on the proposed terms in the time assumed; the ability to obtain necessary stock exchange, regulatory or other approvals in the time assumed; the ability to realize the anticipated benefits of the Arrangement or implementing the business plan for the Resulting Issuer, including as a result of a delay in completing the Arrangement or difficulty in integrating the businesses of the companies involved; significant transaction costs or unknown liabilities; the potential payment of a termination fee by either Ceapro or Aeterna Zentaris to the other in certain circumstances if the Arrangement is not completed or if the arrangement agreement is terminated by either Ceapro or Aeterna Zentaris to accept a superior proposal; directors and officers of Ceapro and Aeterna Zentaris may have interests in the Arrangement that may be different from those of Securityholders generally; the focus of both management’s time and attention on the Arrangement may detract from other aspects of their respective businesses; the tax treatment of the Arrangement may be subject to uncertainties; risks relating to the retention of key personnel during the interim period; the ability to realize synergies and cost savings at the times, and to the extent anticipated; the potential impact on research and development activities; the potential impact of the announcement or consummation of the Arrangement on relationships, including with regulatory bodies, employees, suppliers, customers, competitors and other key stakeholders; Ceapro’s and Aeterna Zentaris’ economic model and liquidity risks; technology risks; changes in or enforcement of national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices; legal or regulatory developments and changes; the impact of foreign exchange rates; pricing pressures; and local and global political and economic conditions. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company’s results.

Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including the Company’s management perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Company considers these assumptions to be reasonable based on all currently available information but caution the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect Ceapro and Aeterna Zentaris and their businesses.

Readers are cautioned not to place undue reliance on forward-looking information, which speak only as of the date made. For a more detailed discussion of such risks and other factors that may affect Aeterna Zentaris’ and Ceapro’s ability to achieve the expectations set forth in the forward-looking information contained in this news release, see Aeterna Zentaris’ Annual Report on Form 20-F and MD&A filed under Aeterna Zentaris’ profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov and Ceapro’s MD&A filed under Ceapro’s profile on SEDAR+ at www.sedarplus.ca, as well as Ceapro’s and Aeterna Zentaris’ other filings with the Canadian securities regulators and the Securities and Exchange Commission. Other than as required by law, the Company does not intend, and does not assume any obligation to, update the forward-looking information in this news release.

Further Information

Ceapro Contact: Jenene ThomasJTC Team, LLCczo@jtcir.com+1 (833) 475-8247

Ceapro Proxy Solicitation Agent Contact

Securityholders with questions about the information contained in this press release in connection with the upcoming Meeting, please contact Ceapro’s proxy solicitation agent, Morrow Sodali, at (203) 658-9400 (for banks and brokers) and at (800) 662-5200 (for Securityholders) or by email at ceapro@investor.morrowsodali.com.