/C O R R E C T I O N from Source -- AEterna Zentaris Inc./
October 25 2006 - 10:33AM
PR Newswire (US)
In MO484 sent today at 07:30e, an error occured. Prior version
should have included the last paragraph on the IRS Circular 230
Notice. Corrected copy follows: QUEBEC CITY, Oct. 25
/PRNewswire-FirstCall/ -- AEterna Zentaris Inc. (TSX: AEZ; NASDAQ:
AEZS), a growing global biopharmaceutical company focused on
endocrine therapy and oncology, announced today that its Board of
Directors has approved the convening of a Special Meeting of
Shareholders on December 15, 2006 for the purpose of submitting to
shareholders for their approval a resolution authorizing the
distribution of all 11,052,996 subordinate voting shares of Atrium
Biotechnologies held by AEterna Zentaris by way of reduction of the
stated capital of AEterna Zentaris' common shares. AEterna
Zentaris' shareholders of record as of the close of business on
November 14, 2006 will be entitled to receive notice of and vote at
the Special Meeting of Shareholders to be held on December 15,
2006. An Information Circular providing details with respect to the
proposed reduction of stated capital and special distribution of
subordinate voting shares of Atrium Biotechnologies will be mailed
to AEterna Zentaris shareholders in the coming weeks and will be
available on the Internet at http://www.aeternazentaris.com/ as
well as on the SEDAR website at http://www.sedar.com/. If approved
by AEterna Zentaris' shareholders, it is currently anticipated that
the special distribution of Atrium Biotechnologies shares to
AEterna Zentaris shareholders will be completed in early January
2007 and, shortly following the Special Meeting of Shareholders,
AEterna Zentaris will announce the specific record date and
distribution date for the special distribution as determined by the
Board of AEterna Zentaris. The timing and completion of the
distribution will be subject to compliance with Canadian and U.S.
securities laws and receipt by the Company of certain approvals and
confirmations from regulatory authorities and counsel. Based on
AEterna Zentaris' 53,160,970 common shares that are currently
issued and outstanding, AEterna Zentaris shareholders would receive
approximately 0.2079 of an Atrium Biotechnologies subordinate
voting share for each one of their AEterna Zentaris common shares
(which represents slightly more than a 1:5 ratio). No fractional
subordinate voting shares of Atrium Biotechnologies will be
distributed to registered shareholders of AEterna Zentaris pursuant
to the return of capital and any such fractional shares will be
rounded down to the nearest whole number. Any tax payable by an
AEterna Zentaris shareholder on the special distribution of Atrium
Biotechnologies subordinate voting shares will be payable in
respect of the shareholder's taxation year in which the date of
distribution falls. Below is a summary of certain tax consequences
under Canadian and United States federal income tax laws and a more
detailed description of certain tax consequences under Canadian and
United States federal income tax laws will be included in the
Information Circular that will be sent to AEterna Zentaris
shareholders in connection with the Special Meeting to be held on
December 15, 2006. This summary is of a general nature only and is
not intended to be, nor should it be construed to be, legal or tax
advice to any particular shareholder of AEterna Zentaris.
Shareholders of AEterna Zentaris are urged to consult their own tax
advisors for advice concerning the tax consequences of the special
distribution by AEterna Zentaris of subordinate voting shares of
Atrium Biotechnologies in their circumstances. AEterna Zentaris
believes that this distribution will be free of Canadian tax to
shareholders whose adjusted cost base for tax purposes of the
AEterna Zentaris common shares is equal to or greater than the fair
market value, at the time of distribution, of the Atrium
Biotechnologies subordinate voting shares distributed to such
shareholders. In addition, AEterna Zentaris believes that the
distributions will not be subject to Canadian withholding tax when
paid to a non-resident shareholder. AEterna Zentaris has applied
for an advance income tax ruling confirming the Canadian tax
treatment of the distribution. A detailed description of the
Canadian federal income tax consequences of the distribution will
be included in the Information Circular that will be sent to
AEterna Zentaris shareholders in connection with the Special
Meeting to be held on December 15, 2006. For holders of AEterna
Zentaris common shares who are U.S. persons (as defined for U.S.
federal income tax purposes) and hold their shares as capital
assets, the gross amount of the special distribution of the
subordinate voting shares of Atrium Biotechnologies will generally
be included as a dividend in the gross income of such U.S.
shareholders to the extent such distribution is paid from AEterna
Zentaris' current and/or accumulated earnings and profits for the
taxable year of the distribution (as determined under U.S. federal
income tax rules). The amount by which the special distribution
exceeds AEterna Zentaris' current and/or accumulated earnings and
profits for the taxable year of the distribution, as determined
under U.S. federal income tax rules, will be treated first as a
return of capital to the extent of each U.S. shareholder's adjusted
tax basis in the AEterna Zentaris common shares with regard to
which the distribution is made and any remaining excess amount will
be treated as capital gain. AEterna Zentaris will not calculate its
earnings and profits under U.S. federal income tax rules and it
does not currently intend to provide United States holders with
such information. U.S. holders should consult their own tax
advisors regarding the treatment of the special distribution to
them for U.S. federal income tax purposes and for estate, state or
local tax purposes, including any special tax rules that may be
applicable to the special distribution as well as the amount of the
special distribution that will be treated as a dividend for U.S.
federal income tax purposes. A detailed description of certain U.S.
federal income tax consequences of the special distribution will be
included in the Information Circular that will be sent to AEterna
Zentaris shareholders in connection with the Special Meeting to be
held on December 15, 2006. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any
securities in any jurisdiction. The subordinate voting shares of
Atrium Biotechnologies have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements. About AEterna Zentaris Inc. AEterna
Zentaris Inc. is a growing global biopharmaceutical company focused
on oncology and endocrine therapy with proven expertise in drug
discovery, development and commercialization. News releases and
additional information are available at
http://www.aeternazentaris.com/. Forward-Looking Statements This
press release contains forward-looking statements made pursuant to
the safe harbor provisions of the U.S. Securities Litigation Reform
Act of 1995. Statements that are not historical facts, including
statements preceded by, followed by, or that include the words
"believes", "anticipates", "intends", "plans", "expects",
"estimates", "will," "may", "should", "approximately", and the
negative or other variations of those terms or comparable
terminology, are forward-looking statements. Such statements
reflect management's current views, intentions, strategies and
plans and are based on certain assumptions. Forward-looking
statements involve known and unknown risks and uncertainties, which
could cause the Company's actual results to differ materially from
those in the forward-looking statements. Such risks and
uncertainties include, among others, the possibility that
shareholders will not approve the special distribution of the
remaining subordinate voting shares of Atrium Biotechnologies and
the ability of AEterna Zentaris to complete the special
distribution in the manner described herein, whether AEterna
Zentaris will be able to implement its business strategies, the
availability of funds and resources to pursue R&D projects, the
successful and timely completion of clinical studies, the ability
of AEterna Zentaris to take advantage of business opportunities in
the pharmaceutical industry, uncertainties related to the
regulatory process and general changes in economic conditions.
Investors should consult the Company's quarterly and annual filings
with the Canadian and U.S. securities commissions for additional
information on risks and uncertainties relating to the
forward-looking statements. Investors are cautioned not to rely on
these forward-looking statements. The Company does not undertake to
update these forward-looking statements. IRS Circular 230 Notice To
ensure compliance with requirements imposed by the IRS, AEterna
Zentaris shareholders are hereby notified that the U.S. tax advice
contained herein (i) is written in connection with the promotion or
marketing of the transactions or matters addressed herein, and (ii)
is not intended or written to be used, and cannot be used by any
taxpayer, for the purpose of avoiding U.S. tax penalties. Each
taxpayer should seek advice based on the taxpayer's particular
circumstances from an independent tax advisor. DATASOURCE: AETERNA
ZENTARIS INC. CONTACT: Media Relations: Paul Burroughs, (418)
652-8525 ext. 406, ; Investor Relations: Jenene Thomas, (418)
655-6420, (908) 996-3154,
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