Aptose Biosciences Announces Arrangement Agreement for Acquisition by Hanmi Pharmaceutical

Executive Summary

• Hanmi Pharmaceutical’s North American subsidiary will acquire all non‑Hanmi common shares of Aptose Biosciences for C$2.41 per share, a 28 % premium to the 30‑day VWAP.
• The transaction requires court approval and shareholder approval at a special meeting no later than 16 Jan 2026; upon completion Aptome will delist from Canadian exchanges.
• The deal includes surrender of all outstanding options, restricted share units and warrants (including Armistice Capital warrants) for cash consideration calculated at the same per‑share price.

Key Details

• Transaction Structure: Continuance of Aptose under Alberta Business Corporations Act followed by a plan of arrangement; Hanmi Purchaser acquires 100 % of remaining common shares.
• Purchase Price: C$2.41 cash per Common Share (≈ US$1.80), representing a 28 % premium to the 30‑day VWAP of C$1.88 on TSX.
• Consideration for Other Securities:
• Options, restricted share units and all warrants are surrendered and exchanged for cash at C$2.41 per underlying share (minus exercise prices where applicable) or valued via Black‑Scholes for Armistice Warrants.
• Closing Conditions: Court approval, shareholder approval (≥ 66⅔ % of votes cast, plus minority‑shareholder approval under MI 61‑101), and customary closing conditions.
• Shareholder Vote: Special meeting to be held no later than 16 Jan 2026; voting support agreements obtained from all Aptose directors/officers.
• Expense Fee: C$300,000 payable to Hanmi Purchaser if the Arrangement is terminated under specified circumstances (e.g., board recommendation change).
• Post‑Closing Status: Aptose will cease reporting obligations under Canadian securities law and its shares will be delisted from TSX and other exchanges.
• Financial Advisory & Valuation: Locust Walk Securities provided a formal valuation (DCF, range C$1.00–C$5.23 per share) and fairness opinion deeming the consideration fair to minority shareholders.
• Legal Advisors: McCarthy Tétrault LLP (Special Committee/Company), Stikeman Elliott LLP (Hanmi Purchaser).
• Strategic Rationale: Provides premium exit for minority shareholders; enables continued development of tuspetinib (TUS) in AML combination therapy (VEN+AZA) and gives Hanmi a foothold in North America.

Notable Quotes

“We are very pleased to have reached an agreement on a transaction with Hanmi… this transaction not only offers a premium value for our minority shareholders but also enables Aptose to continue the development of TUS combined with standard treatment venetoclax plus azacitidine…” – William G. Rice, Chairman, President & CEO, Aptose

“With a growing body of positive data, it is important to support the uninterrupted and expanded development of tuspetinib… this step also marks Hanmi’s first beachhead and direct entry into North America.” – Jae‑Hyun Park, Hanmi