AEterna Zentaris Shareholders Approve Reduction in Stated Capital and Distribution of Remaining Shares of Atrium Biotechnologies
December 15 2006 - 12:08PM
PR Newswire (US)
QUEBEC CITY, QC, Canada, Dec. 15 /PRNewswire-FirstCall/ -- AEterna
Zentaris Inc. (TSX: AEZ; NASDAQ: AEZS), a growing global
biopharmaceutical company focused on endocrine therapy and
oncology, announced today that its shareholders approved its
proposed reduction in stated capital and the special distribution
in kind of the remaining 11,052,996 subordinate voting shares of
the capital of Atrium Biotechnologies Inc. (TSX: ATB) held by
AEterna Zentaris at the special meeting of shareholders this
morning. In addition, for informational purposes only, 99.57% of
all proxies received, representing a total of 30,151,201 common
shares, were in favor of the special distribution. Following the
special meeting of shareholders, the board of directors of AEterna
Zentaris determined that the distribution date will be January 2,
2007 with a record date for the special distribution on December
29, 2006. In accordance with the rules of the Toronto Stock
Exchange, AEterna Zentaris' common shares will commence trading on
an "ex-distribution" basis on December 27, 2006. The Company's
board of directors also reaffirmed that AEterna Zentaris
shareholders will receive 0.2079 of a subordinate voting share of
Atrium Biotechnologies for each one of their AEterna Zentaris
common shares (representing slightly more than a 1:5 ratio). As
disclosed in AEterna Zentaris' management information circular and
approved today by its shareholders at the special meeting of
AEterna Zentaris' shareholders, 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. AEterna Zentaris intends to proceed with the
distribution of subordinate voting shares of Atrium without
no-action assurance from the staff of the United States Securities
and Exchange Commission on the basis that AEterna Zentaris
believes, as disclosed in its management information circular, that
the distribution will not involve an "offer to sell", "sale" or
"other disposition for value" of securities within the meaning of
U.S. securities laws requiring registration under Section 5 of the
Securities Act of 1933. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any securities
in any jurisdiction. 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 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. DATASOURCE: AETERNA ZENTARIS INC. CONTACT: Media
Relations : Paul Burroughs, (418) 652-8525 ext. 406, ; Investor
Relations : Jenene Thomas, (418) 655-6420 or (908) 996-3154, ;
http://www.aeternazentaris.com/
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