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, following continuance from CBCA to ABCA.

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

• Locust Walk's valuation found fair market value per share between C$1.00 and C$5.08; the offer represents a 28% premium to the 30-day VWAP.

• If approved, shares will be delisted from TSX and OTC, and the company will cease to be a reporting issuer.

Voting matters and shareholder proposals

• Shareholders will vote on two special resolutions: (1) continuance to ABCA, and (2) approval of the arrangement.

• Approval requires at least 66 2/3% of votes cast, plus a majority of minority shareholders, excluding related parties.

• Dissent rights are available to registered shareholders, with strict procedural requirements.

• Shareholders may submit proposals for the 2026 AGM under CBCA or Exchange Act rules.

Board of directors and corporate governance

• The transaction committee, composed of independent directors, oversaw negotiations and the review process.

• All directors and executive officers holding shares (0.26% of outstanding) have entered into support and voting agreements to vote in favor.

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