Aptose Biosciences (APTO) Proxy Filing summary

Executive summary

• Special meeting called to approve a statutory plan of arrangement for acquisition by HS North America Ltd., a subsidiary of Hanmi Pharmaceutical Co. Ltd., at C$2.41 per share in cash, with the meeting scheduled for March 31, 2026.

• The board, following a unanimous recommendation from an independent transaction committee and a formal valuation and fairness opinion from Locust Walk Securities, unanimously recommends shareholders vote in favor of the transaction.

• The transaction will result in the company becoming a wholly owned subsidiary of Hanmi, delisting from TSX and OTC Markets, and ceasing to be a reporting issuer.

• The arrangement is structured as a court-approved plan under Alberta law, with all issued and outstanding shares (except those held by Hanmi and affiliates) to be acquired.

• The company faces significant liquidity constraints and risks insolvency if the arrangement is not completed; failure to close may trigger CCAA proceedings.

Voting matters and shareholder proposals

• Shareholders will vote on two key resolutions: (1) continuance from the Canada Business Corporations Act to the Alberta Business Corporations Act, and (2) approval of the arrangement.

• Approval requires at least 66 2/3% of votes cast for each resolution, plus a majority of minority shareholders for the arrangement, excluding Hanmi and affiliates.

• Dissent rights are available to registered shareholders, allowing them to seek fair value for their shares if they oppose the resolutions.

• Support and voting agreements have been signed by directors and officers holding 0.26% of shares, committing to vote in favor.

Board of directors and corporate governance

• An independent transaction committee was established to evaluate the transaction, comprised solely of independent directors.

• The board and committee considered alternatives, including insolvency, and determined the arrangement is in the best interests of unaffiliated shareholders.

• The board and committee received and relied on a formal valuation and fairness opinion from Locust Walk Securities.