Aeterna Zentaris Announces Agreement to Exercise Substantially All Remaining Series B Warrants
All references to dollars are to United States dollars
QUEBEC CITY, Nov. 2, 2015 /CNW/ - Aeterna Zentaris Inc. (NASDAQ: AEZS; TSX: AEZ) (the "Company") announced today that the holders (the "Participating Holders") of substantially all of its remaining outstanding Series B Common Share Purchase Warrants (the "Series B Warrants") have agreed to exercise all of the approximately 4.1 million Series B Warrants held by them as promptly as practicable at a maximum exercise ratio of approximately 33.23 Common Shares per Series B Warrant in accordance with the alternate cashless exercise feature in such Series B Warrants. Following the exercise of Series B Warrants by the Participating Holders in accordance with the terms of the agreement, approximately 0.8 million Series B Warrants, with an expiry date of September 12, 2016, will remain outstanding, representing approximately 2.7% of the originally issued number of Series B Warrants.
David A. Dodd, Chairman, President and Chief Executive Officer of the Company remarked regarding this development, "With the uncertainty about future additional dilution from the Series B Warrants now substantially resolved, it is time to focus on the fundamentals of this Company, which I believe are very strong. I am excited about the opportunity to create shareholder value with our internally developed products and our growing externally sourced portfolio. We are making significant progress on both fronts. I am looking forward to providing updates regarding our progress during our quarterly conference call on Friday, November 6, 2015."
In order to accommodate some of the Participating Holders' internal policies, the Company has agreed that one or more of the Participating Holders will not be required to exercise their Series B Warrants on a given trading day, if such exercise would result in such Participating Holder(s) owning more than 4.99% of the Company's outstanding common shares on such day. Based on historical trading volumes, the Company believes it is likely that the Participating Holders will be able to exercise all of their Series B Warrants prior to the Company's special meeting of shareholders to be held on November 16, 2015 in connection with a proposed share consolidation.
Upon the alternate cashless exercise of all Series B Warrants held by the Participating Holders, the Company will issue approximately 136.9 million additional Common Shares, resulting in the Company then having approximately 692.6 million issued and outstanding Common Shares.
The Company will pay the Participating Holders an aggregate amount of approximately $2.9 million in consideration for their agreement to exercise their Series B Warrants on an alternate cashless basis as promptly as practicable. The Company was advised by Maxim Group LLC in reaching this agreement with the Participating Holders.
About Maxim Group LLC
Maxim Group LLC is a full-service investment banking firm headquartered in New York. Maxim Group provides a full array of financial services including investment banking; private wealth management; and global institutional equity, fixed-income and derivatives sales and trading as well as equity research. The investment banking group focuses on middle market and emerging growth companies within the healthcare, technology, media, shipping, energy, retail, and business and financial services sectors. The institutional coverage of Maxim Group spans North and South America, Europe and Asia. Maxim Group LLC is a registered as a broker-dealer with the U.S. Securities and Exchange Commission and is a member of the following: Financial Industry Regulatory Authority (FINRA); Municipal Securities Rulemaking Board (MSRB); Securities Insurance Protection Corporation (SIPC); NASDAQ Stock Market and the NYSE Arca, Inc.
About Aeterna Zentaris Inc.
Aeterna Zentaris is a specialty biopharmaceutical company engaged in developing and commercializing novel treatments in oncology, endocrinology and women's health. For more information, visit www.aezsinc.com.
Forward Looking Statements
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the US Securities Litigation Reform Act of 1995. The statements in the press release regarding our expectation that the Series B Warrants held by the Participating Holders will be exercised by a certain date and the progress we are making toward the creation of shareholder value are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual events to differ materially from those in the forward-looking statements. Such risks and uncertainties include, among others, those set forth in our quarterly and annual filings with the Canadian and US securities commissions. Investors should consult such filings for additional information on risks and uncertainties relating to forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake to update these forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, unless required to do so by a governmental authority or by applicable law.
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