Aptose Biosciences Announces Arrangement Agreement for Acquisition by Hanmi Pharmaceutical

Core Viewpoint - Aptose Biosciences Inc. has entered into a definitive arrangement agreement with Hanmi Pharmaceutical Co. Ltd. for a "go private" transaction, where minority shareholders will receive C$2.41 in cash per share, representing a 28% premium over the 30-day volume-weighted average price (VWAP) of C$1.88 [1][2] Company Overview - Aptose is a clinical-stage biotechnology company focused on developing precision medicines for oncology, particularly in hematology, with its lead compound being tuspetinib (TUS) [19] - The company has been supported by Hanmi, which owns 19.93% of Aptose's outstanding shares and has provided over US$30 million in debt facilities for the development of TUS [2][19] Transaction Details - Under the arrangement agreement, Hanmi Purchaser will acquire all common shares not owned by Hanmi or its affiliates through a plan of arrangement [4] - Each common share will be exchanged for C$2.41 in cash, and options, restricted share units, and warrants will also be converted into cash based on the same valuation [5][6] - The transaction is subject to customary closing conditions, including court approval and shareholder approval [8][9] Shareholder Approval - The transaction requires approval from at least two-thirds of the votes cast by Aptose shareholders at a special meeting, which must occur by January 16, 2026 [9] - Voting support agreements have been established with Aptose's directors and officers to vote in favor of the transaction [10] Financial Valuation - Locust Walk Securities, LLC provided a formal valuation indicating that the fair market value of Aptose's common shares ranges from C$1.00 to C$5.23, affirming that the cash consideration is fair from a financial perspective [12][15] Strategic Implications - The transaction allows Aptose to continue developing TUS in combination with other treatments for acute myeloid leukemia (AML), with promising early clinical data reported [3][17] - This marks Hanmi's entry into the North American market, establishing a strategic foothold for future partnerships and clinical expansion [3][18]