Aptose Bio gets Glass, Lewis support for takeover

Executive Summary

• Glass Lewis & Co. has officially recommended that Aptose Biosciences shareholders vote "FOR" the previously announced plan of arrangement to acquire the company.
• The special meeting to approve the acquisition by Hanmi Pharmaceutical Co. Ltd. and its subsidiary has been reconvened to March 31, 2026, to address prior comments from the U.S. SEC on the transaction statement.
• Shareholders are urged to submit proxies by the March 27, 2026 deadline to ensure their votes are counted at the reconvened virtual meeting.

Key Details

• Transaction Structure: Plan of arrangement for Hanmi Pharmaceutical Co. Ltd. and HS North America Ltd. (wholly owned subsidiary) to acquire all issued and outstanding common shares of Aptose not currently owned or controlled by Hanmi purchasers or affiliates.
• Proxy Advisory Recommendation: Glass Lewis & Co. endorsed the plan of arrangement and recommended a "FOR" vote on the special resolution.
• Continuance Resolution: Shareholders are also voting on a special resolution to continue the company from the Canada Business Corporations Act (CBCA) to the Alberta Business Corporations Act (ABCA).
• Meeting Schedule: Special meeting reconvened to March 31, 2026, at 11:00 a.m. EST, held virtually via live audio webcast.
• Voting Deadline: March 27, 2026, at 11:00 a.m. EST.
• Regulatory Context: Meeting was postponed/reconvened to address comments raised by the U.S. SEC on the company's transaction statement on Schedule 13E-3, as amended.
• Court Authorization: Interim order obtained on Dec. 12, 2025, from the Court of King's Bench of Alberta authorizing the holding and conduct of the meeting.
• Record Date: Close of business on Feb. 24, 2026.
• Proxy Solicitation: Morrow Sodali (Canada) Ltd. retained to assist with shareholder communications and proxy solicitation.
• Filings & Materials: Definitive proxy statement, form of proxy, letter of transmittal, and amended Schedule 13E-3 filed with the SEC and available on SEDAR+ and EDGAR. Mailed to all shareholders.
• Shareholder Assistance: Toll-free (North America): 1-833-711-4830; Collect (outside NA): 1-289-695-3075; Email: [email protected].