Under the terms of the arrangement, each Aptose common share not already owned by Hanmi was converted into the right to receive C$2.41 in cash, representing a 28 percent premium to Aptose's 30-day volume-weighted average price of C$1.88 on the TSX as of the November 2025 announcement. Hanmi already owned 508,710 common shares, or 19.93 percent of Aptose's 2,552,429 shares outstanding, prior to closing, stemming from its position as Aptose's existing lender. The aggregate cash consideration paid for the 2,043,719 minority shares was approximately US$3,466,470 (C$4,925,362.79), excluding transaction fees and expenses, implying a total equity value for all outstanding shares of roughly C$6.15 million. No enterprise value, EV/EBITDA, or P/E multiple was disclosed, consistent with Aptose being a pre-revenue clinical-stage company; the merger proxy states Aptose had more liabilities than assets and a shareholder's deficit, and the Transaction Committee therefore did not consider book value or going-concern value material to the fairness analysis.
The consideration was all cash with no financing condition. Locust Walk Securities, LLC, financial advisor to Aptose's Special Committee (referred to as the Transaction Committee), delivered a formal valuation under Canadian multilateral instrument MI 61-101 concluding a fair market value range of C$1.00 to C$5.08 per share, and a fairness opinion concluding the C$2.41 cash consideration was fair, from a financial point of view, to the minority shareholders. The Transaction Committee and Board, after a targeted market check to solicit alternative acquirers or licensees for Aptose's lead drug candidate tuspetinib that produced no superior proposals, unanimously recommended the arrangement, citing the cash premium, certainty of value, and the company's limited alternatives given continuing dependence on Hanmi-provided financing and the risk of insolvency absent the deal.
The arrangement agreement included customary non-solicitation covenants with a right for Hanmi to match competing proposals, and an expense fee of C$300,000 payable by Aptose to Hanmi if the agreement were terminated in specified circumstances, including a change in the board's recommendation or acceptance of a superior proposal. There was no reverse break fee payable by Hanmi. Completion required approval by at least two-thirds of votes cast by Aptose shareholders at a special meeting, plus Alberta court approval, both of which were obtained. Concurrently with signing, Hanmi Purchaser entered into voting support agreements with all of Aptose's directors and officers, who agreed to vote their shares in favor of the transaction.
Following the closing, Aptose became a wholly owned subsidiary of the Hanmi Purchasers, all of Aptose's directors resigned, the common shares were delisted from the TSX on or about July 3, 2026, and Aptose filed a Form 15-12G to deregister from SEC reporting obligations. McCarthy Tetrault LLP acted as legal counsel to Aptose and its Transaction Committee throughout the negotiation, and Stikeman Elliott LLP acted as legal counsel to Hanmi as Parent. No synergy estimates, pro forma ownership splits, or post-closing integration targets were disclosed in the filings reviewed, consistent with this being a 100 percent cash squeeze-out of a small, financially distressed clinical-stage company by its controlling lender rather than a stock-for-stock strategic combination.
