Our Toronto, Vancouver, New York, Dallas and Houston offices advised Aeterna Zentaris Inc., an innovative biotechnological development company, on its all-stock merger of equals transaction with Ceapro Inc. pursuant to a court-approved plan of arrangement.

The merger, which was announced on December 14, 2023, and closed on June 3, 2024, created a diversified business, stable cash flow to support R&D, expanded pharmaceutical research and development and increased efficiencies throughout North America and Europe.

This matter was complex due to the cross-border nature of the transaction and the need for the resulting company to retain Aeterna’s dual-listing on the TSX and Nasdaq. Shareholders of Aeterna and Ceapro approved the transaction on March 12, 2024. Additionally, Aeterna issued “transaction warrants” to its shareholders prior to closing in order to reflect the difference between the market capitalizations of Ceapro and Aeterna and to compensate Aeterna shareholders for the value of Aeterna's cash position, which was not fully reflected in Aeterna's current market capitalization. The novel and innovative use of transaction warrants is without recent precedent in Canadian public M&A.

Our team of lawyers led negotiations and navigated complex cross-border issues to help establish the combined company as a strong, diversified biotech player.

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