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M&A / Property

Leading Independent Proxy Advisory Firm ISS Recommends Aptose Biosciences Shareholders Vote "FOR" Proposed Plan of Arrangement with Hanmi Pharmaceutical

By The Northwire Desk — AI Analysis Mar 19, 2026 · 07:30 APS · 2.22 APTOSE BIOSCIENCES INC.
APS · Price

Executive Summary

  • ISS recommends Aptose shareholders vote FOR the special resolution approving Hanmi’s cash acquisition of all outstanding Aptose common shares at C$2.41 per share (28% premium to 30‑day VWAP).
  • The transaction also includes a corporate continuance from CBCA to Alberta’s Business Corporations Act, which ISS deems neutral to shareholder rights.
  • A reconvened special shareholders’ meeting is scheduled for March 31, 2026; the board unanimously supports the Arrangement and Continuance.

Key Details

  • Offer Price & Premium: C$2.41 cash per common share, representing a 28% premium to Aptose’s 30‑day VWAP of C$1.88 on the TSX.
  • Consideration Form: All‑cash transaction providing liquidity and certainty of value to shareholders.
  • Acquirers: Hanmi Pharmaceutical Co. Ltd. and its wholly‑owned subsidiary HS North America Ltd. (collectively “Hanmi Purchasers”).
  • Transaction Structure: Complete acquisition of all issued and outstanding Aptose common shares not already owned by the Hanmi Purchasers or affiliates.
  • Continuance: Upon completion, Aptose will transition from a corporation governed under the Canada Business Corporations Act (CBCA) to one governed under the Alberta Business Corporations Act (ABCA). ISS notes no adverse impact on shareholder rights.
  • Meeting Details: Reconvened special shareholders’ meeting – March 31, 2026 at 11:00 a.m. EST, virtual webcast (https://meetings.lumiconnect.com/400-581-122-608). Original meeting postponed due to SEC comments on Schedule 13E‑3.
  • Record Date: Close of business February 24, 2026.
  • Proxy Materials: Definitive proxy statement filed with the SEC; available on SEDAR+ and EDGAR.
  • Closing Conditions: Subject to customary conditions including court approval (Court of King’s Bench of Alberta) and TSX approval.
  • Shareholder Voting Deadline: 11:00 a.m. EST, Friday March 27, 2026 – shareholders urged to vote early.
  • Proxy Solicitation Assistance: Morrow Sodali (Canada) Ltd. providing voting assistance (toll‑free numbers and email provided).

Notable Quotes

“The offer price represents a premium to the unaffected price… The cash form of consideration provides liquidity and certainty of value to Aptode shareholders.” – ISS recommendation commentary.

All forward‑looking statements are subject to risks and uncertainties detailed in the release.

Read the original news release →

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