On November 18, 2025, Aptose Biosciences Inc. (the "Company"), Hanmi Pharmaceuticals Co. Ltd. ("Hanmi") and HS North America Ltd., a wholly owned subsidiary of Hanmi ("Hanmi Purchaser" and together with Hanmi, the "Hanmi Purchasers"), entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Hanmi Purchaser will acquire all of the issued and outstanding common shares of the Company ("Common Shares") that are not currently owned or controlled by the Hanmi Purchasers or their respective affiliates, subject to satisfaction of certain closing conditions.

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Under the terms of the Arrangement Agreement, the Company’s shareholders, other than the Hanmi Purchasers and their respective affiliates that hold any Common Shares, will receive C$2.41 in cash per Common Share, which represents a premium of 28% over the Company’s 30-day VWAP of C$1.88 on the Toronto Stock Exchange ("TSX").

The Company will continue from a corporation incorporated under the Canada Business Corporations Act to a corporation continued under the Business Corporations Act (Alberta) (the "Continuance") and, following the completion of the Continuance, Hanmi Purchaser will acquire all of the issued and outstanding Common Shares that are not currently owned or controlled by the Hanmi Purchasers or their respective affiliates by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement" and, together with the Continuance, the "Transaction").

The completion of the Transaction is subject to satisfaction of customary closing conditions, including court approval and approval of the Company’s shareholders. The Arrangement Agreement contains customary non-solicitation provisions prohibiting the Company from soliciting competing acquisition proposals, as well as "right to match" provisions in favor of Hanmi Purchaser. The Arrangement Agreement provides for a C$300,000 expense fee payable to Hanmi Purchaser if the Arrangement Agreement is terminated in certain circumstances, including in the context of a change in recommendation by the board of directors of the Company (the "Board") or by the special committee consisting of independent members of the Board formed in connection with the Arrangement (the "Special Committee").

The Board, acting on the unanimous recommendation in favor of the Arrangement by the Special Committee and after receiving advice from its financial adviser and outside legal counsel in evaluating the Arrangement, has unanimously determined that the Arrangement is in the best interests of the Company.

The completion of the Transaction is subject to court approval and approval of the Company’s shareholders. After completion of the Transaction, the Company expects to no longer be subject to the reporting requirements of applicable Canadian securities legislation and the Common Shares will be delisted from all stock exchanges where Common Shares are currently listed, including the TSX.

Completion of the Transaction will be subject to the approval of (i) at least two-thirds (66 2/3%) of the votes cast by the Company’s shareholders present in person or represented by proxy at a special meeting of the Company’s shareholders to be held no later than January 16, 2026 to approve the Transaction (the "Special Meeting"), voting as a single class, and (ii) the majority of the holders of Common Shares present in person or represented by proxy at the Special Meeting, excluding the votes of the Hanmi Purchasers and their respective affiliates, and any other shareholders whose votes are required to be excluded for the purposes of "minority approval" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") in the context of a "business combination" (the "Minority Shareholders"). Further details regarding the applicable voting requirements will be contained in a management information circular to be filed and mailed to the Company shareholders in connection with the Special Meeting to approve the Transaction.

The representations, warranties and covenants contained in the Arrangement Agreement have been made solely for the benefit of the parties thereto, subject to certain exceptions. In addition, such representations, warranties and covenants (a) have been made only for purposes of the Arrangement Agreement, (b) are subject to materiality qualifications contained in the Arrangement Agreement which may differ from what may be viewed as material by investors, (c) were made only as of the date of the Arrangement Agreement or such other date as is specified in the Arrangement Agreement and (d) have been included in the Arrangement Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Arrangement Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Arrangement Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Concurrent with the execution of the Arrangement Agreement, Hanmi Purchaser entered into voting support agreements with each of the directors and officers of the Company pursuant to which, subject to the terms of the voting support agreements, each director or officer of the Company has agreed to, among other things, vote or cause to be voted all of the Common Shares owned, controlled or directed, directly or indirectly, by them in favor of the Transaction at the Special Meeting.

The foregoing description of the Arrangement Agreement and the Arrangement does not purport to be complete and is subject to and qualified in its entirety by reference to the copy of the Arrangement Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.

(Press release, Aptose Biosciences, NOV 18, 2025, View Source [SID1234660930])