Aeterna Zentaris Inc. Announces US$37m Underwritten Public Offering of Common Shares and Warrants

On March 6, 2015, Aeterna Zentaris, a specialty biopharmaceutical company engaged in developing and commercializing novel treatments in oncology, endocrinology and women’s health, announced an equity issuance by way of public offering under a prospectus supplement in the United States of units comprised of common shares and Series A and Series B common share purchase warrants for gross proceeds of US$37 million. Purchasers, whose purchase of units would result in them beneficially owning more than an "initial beneficial ownership limitation" of either 9.99% or 4.99% were given the opportunity to purchase one Series C "pre-funded" warrant in lieu of and exercisable on a one-for-one basis into common shares. Closing is scheduled for March 11, 2015.

In connection with the offering, the holders of approximately 21.1 million, or 96.5%, of the 21.9 million outstanding warrants issued by Aeterna Zentaris in previous public offerings of units in November 2013 and January 2014 entered into an amendment agreement with the effect of terminating such warrants concurrently with the closing of the offering, in consideration for Aeterna Zentaris paying the holders of such warrants approximately US$5.7 million out of the proceeds of the offering.

Canaccord Genuity Inc. acted as the sole book-running manager, and Maxim Group LLC, H. C. Wainwright & Co., LLC and Roth Capital Partners, LLC acted as co-managers for the offering.

Norton Rose Fulbright Canada LLP acted as lead counsel to Aeterna Zentaris. Norton Rose Fulbright’s team was led by Elliot Shapiro and included Steve Malas Meghan Stewart and Catherine Simard (Corporate and Securities), Melanie Josepovici (articling student) and Derek Chiasson, Jules Charette and Antoine Desroches (Tax).