Ademi LLP is investigating Aeterna (Nasdaq: AEZS) for possible breaches of fiduciary duty and other violations of law in its transaction with Ceapro.
In the transaction each outstanding Ceapro common share were exchanged for 0.09439 of an Aeterna common share. In addition, Aeterna issued to its shareholders 0.47698 of a share purchase warrant for each Aeterna common share held. Following the closing of the transaction, the former shareholders of Ceapro now own 50% of Aeterna and the pre-transaction securityholders of Aeterna now own the remaining 50%, assuming the exercise of all warrants. The transaction may not have been in the best interest of the shareholders of Aeterna. Insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Aeterna’s board of directors, and whether they fulfilled their fiduciary duties to all shareholders.