Leading Independent Proxy Advisory Firm ISS Recommends Aeterna Zentaris and Ceapro Securityholders Vote FOR the Arrangement Agreement to Approve the Merger of Equals to Create a Diversified Biopharmaceutical Company

Core Viewpoint - Institutional Shareholder Services Inc. (ISS) has recommended that securityholders of Aeterna Zentaris and Ceapro vote in favor of the all-stock merger of equals transaction, highlighting strong strategic merit and effective governance management [1][2]. Group 1: Transaction Overview - Aeterna Zentaris and Ceapro are merging in a transaction announced on December 14, 2023, with the expectation of closing in the beginning of the second quarter of 2024 [1][2]. - The transaction will result in former Ceapro shareholders owning approximately 50% of Aeterna Zentaris, with the remaining 50% held by pre-transaction Aeterna Zentaris securityholders, assuming all warrants are exercised [2]. Group 2: Strategic Benefits - The combined company will benefit from recurring revenue from existing Ceapro products, which will support business expansion and provide near-term revenue opportunities in the cosmeceutical and nutraceutical sectors [3]. - A diversified product pipeline will enhance the combined company's position in the active ingredients market, particularly in cosmeceuticals and nutraceuticals, with innovative products in development [4]. - The anticipated dual-listing on Nasdaq and Toronto Stock Exchange (TSX) is expected to improve trading volume and enhance the capital market profile of the combined entity [4]. Group 3: Governance and Voting - The transaction requires approval from at least 66 2/3% of votes cast by Ceapro shareholders and optionholders, as well as a simple majority from Aeterna Zentaris shareholders for various resolutions related to the transaction [6]. - ISS has recommended that Aeterna Zentaris shareholders vote in favor of all resolutions related to the transaction [6].