Aptose Biosciences garners ISS nod for Hanmi deal

Executive Summary

• Institutional Shareholder Services (ISS) has recommended that Aptose Biosciences shareholders vote in favor of a proposed arrangement to acquire the company from Hanmi Pharmaceutical.
• The transaction offers $2.41 in cash per common share, representing a 28% premium over the 30-day VWAP of $1.88 on the TSX.
• A special shareholder meeting has been reconvened for March 31, 2026, to approve both the acquisition arrangement and the company's continuance from CBCA to ABCA jurisdiction.

Key Details

• Transaction Consideration: $2.41 in cash per common share for all shares not currently owned or controlled by Hanmi Pharmaceutical or its affiliates.
• Premium Calculation: 28% premium over Aptose's 30-day VWAP of $1.88 on the Toronto Stock Exchange (TSX).
• Proxy Advisory Recommendation: ISS recommends voting FOR the arrangement, citing the premium to the unaffected price, positive initial market reaction, absence of superior bids, and the liquidity/certainty provided by the cash consideration.
• Corporate Continuation: Shareholders are voting on continuing the company from the Canada Business Corporations Act (CBCA) to the Alberta Business Corporations Act (ABCA); ISS notes shareholder rights will remain largely similar with no adverse impact.
• Meeting Schedule: Special meeting reconvened to March 31, 2026, at 11 a.m. ET, conducted virtually via live audio webcast.
• Record Date: Close of business on February 24, 2026.
• Proxy Voting Deadline: 11 a.m. Eastern Time on Friday, March 27, 2026.
• Regulatory & Closing Conditions: Transaction completion is subject to customary conditions, including court approval and Toronto Stock Exchange (TSX) approval.
• Legal Authorization: Interim order obtained from the Court of King's Bench of Alberta on December 12, 2025, authorizing the meeting and related proceedings.
• Proxy Solicitation: Morrow Sodali (Canada) Ltd. retained to assist with shareholder communications and proxy solicitation.