Aptose Investors Set for 28% Premium as Hanmi Acquisition Nears Final Approval

ISS Endorses Hanmi’s Acquisition of Aptose Biosciences

Aptose Biosciences has finalized its acquisition agreement with Hanmi, with Institutional Shareholder Services (ISS) advising shareholders to vote in favor of the transaction. The proposed deal offers shareholders C$2.41 per share in cash, which is a 28% premium over Aptose’s 30-day average trading price of C$1.88 on the TSX. This represents the definitive and binding offer for the company.

The process is now in its final stages. The reconvened special meeting for shareholders to cast their votes is taking place today, March 31, 2026. The deadline to submit proxy votes has already passed. Currently, Aptose shares are trading at just under the offer price, indicating that the market anticipates a high likelihood of the deal being approved. The board is united in its recommendation for shareholders to accept the offer.

Strategic Rationale Behind the Acquisition

This acquisition is being pursued for both strategic and financial reasons. Aptose is seeking additional capital to support a vital drug development program. The board’s unanimous endorsement is based on the improved liquidity and financial stability the deal would bring, as highlighted in their recent statement. A key factor is a new loan agreement, with Aptose recently extending a US$11.1 million facility with Hanmi to fund the advancement of Tuspetinib, its lead drug candidate. This financial support is a crucial driver for moving forward with the transaction.

Legal and Procedural Considerations

As part of the process, Aptose is transitioning from the Canada Business Corporations Act to Alberta’s Business Corporations Act. This is a routine legal step, with ISS noting that shareholder protections remain largely unchanged and no negative consequences are expected. This adjustment is a technical requirement to complete the arrangement under Alberta law.

Market Response and Deal Outlook

The market’s reaction has been positive, with ISS’s support grounded in three main factors: the premium offered to shareholders, the favorable initial market response, and the absence of competing bids. The share price’s proximity to the offer reflects strong confidence in the deal’s completion. With both the board and ISS fully backing the acquisition, the likelihood of approval is extremely high.

For shareholders, the offer provides a 28% premium and immediate liquidity, but also means forgoing potential future gains from the company’s ongoing clinical programs, which would require further external funding. The timing of the deal is strategic, allowing investors to secure value before upcoming clinical milestones for Tuspetinib, which could introduce volatility.

What’s Next: Risks, Rewards, and Timeline

The situation has become a clear-cut decision for shareholders. With the special meeting underway and both the board and ISS recommending approval, the main uncertainty has been removed. The primary risk now is the possibility of the deal not closing, which could result in the share price dropping back to pre-announcement levels. However, the market’s pricing suggests strong confidence in a successful outcome.

Finalization of the acquisition still depends on standard approvals from the Court and the TSX, which are anticipated to be granted soon. Once these are secured, the transaction is expected to close promptly. Shareholders who have already voted are set to receive the C$2.41 cash offer, and the minimal difference between the current share price and the offer underscores the market’s belief that the deal will proceed as planned.

In summary, this is a straightforward, event-driven situation. The 28% premium delivers immediate value and certainty to shareholders. While there is some risk if the deal falls through, the strong support from both the board and ISS makes this scenario unlikely. The next step is simply to await the final vote count and regulatory approvals.