RE:Share transferThe Feb. 15 Sedar filing has more information:
PROCEDURES FOR THE SURRENDER OF SECURITIES AND RECEIPT OF CONSIDERATION Procedures for Shareholders Registered Shareholders If you are a Registered Shareholder, you should have received with this Circular, an Instrument of Proxy and a Letter of Transmittal. Registered Shareholders who have not received a Letter of Transmittal should contact the Depositary, by phone at 1-800-564-6253 (within North America) and 1-514-982-7555 (Outside North America) or by email at corporateactions@computershare.com. Registered Shareholders may request additional copies of the Letter of Transmittal by contacting the Depositary. The Letter of Transmittal is also available under the Company’s profile on SEDAR+ at www.sedarplus.ca. If the Arrangement Resolution is passed and the Arrangement is implemented, in order to receive Consideration Shares, Registered Shareholders must complete and sign the Letter of Transmittal enclosed with this Circular and deliver it, together with the Share certificate(s) or DRS Advice(s) representing their Shares and the other relevant documents required by the instructions set forth therein, to the Depositary in accordance with the instructions contained in the Letter of Transmittal. Registered Shareholders who do not forward to the Depositary a validly completed and signed Letter of Transmittal, together with their Share certificate(s) or DRS Advice(s), will not receive the Consideration to which they are otherwise entitled until such deposit is made. The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. The deposit of Shares pursuant to the procedures set forth in the Letter of Transmittal will constitute a binding agreement between the depositing Registered Shareholder and Aeterna Zentaris upon the terms and subject to the conditions of the Arrangement. In all cases, following the Effective Date, delivery of Consideration Shares for Shares deposited will be made only after timely receipt by the Depositary of Share certificate(s) or DRS Advice(s) representing such Shares, together with a properly completed and duly executed Letter of Transmittal in the form accompanying this Circular relating to such Shares, with signatures guaranteed if so required in accordance with the instructions in the Letter of Transmittal, and any other required documents. If a Letter of Transmittal is executed by a Person other than the Registered Shareholder of the Share certificate(s) or DRS Advice(s) deposited therewith, such certificate(s) or DRS Avice(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney properly completed by the Registered Shareholder, and the signature on such endorsement or share transfer power of attorney must correspond exactly to the name of the Registered Shareholder as registered or as appearing on the certificates(s) or DRS Avice(s) and must be guaranteed by an Eligible Institution in accordance with the instructions set forth in the Letter of Transmittal. All questions as to validity, form, eligibility (including timely receipt) and acceptance of any Letter of Transmittal and Shares deposited pursuant to the Arrangement will be determined by the Parties. Depositing Registered Shareholders agree that such determination will be final and binding. The Company reserves for itself and Aeterna Zentaris the absolute discretion to instruct the Depositary and the absolute right to waive any defect or irregularity contained in any Letter of Transmittal received by it. The method of delivery of the Letter of Transmittal and all Share certificate(s), DRS Advice(s) and all other required documents is at the option and risk of the Person depositing the same, and delivery will be deemed effective only when such documents are actually received by the Depositary. recommends that the necessary documentation be hand - 89 - delivered to the Depositary at the address set forth above and in the Letter of Transmittal, and that a receipt be obtained; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended. Registered Shareholders are encouraged to complete, sign, date and return the enclosed Letter of Transmittal, together with their Share certificate(s) or DRS Advice(s), as applicable, to the Depositary as soon as possible to assist in arranging for the prompt exchange of the Shares if the Arrangement is completed. If the Arrangement Resolution is not approved or if the Arrangement is not otherwise completed, Share certificate(s) or DRS Advice(s) delivered to the Depositary will be returned to Shareholders as soon as practicable by the Depositary. Non-Registered Shareholders The exchange of Shares for the Consideration Shares in respect of Non-Registered Shareholders is expected to be made with such Shareholders’ Intermediary. Non-Registered Shareholders should contact their Intermediary if they have any questions regarding this process and carefully follow the instructions from the Intermediary that holds their Shares and arrange for their Intermediary to complete the necessary steps to ensure that they receive the Consideration for their Shares as soon as possible following completion of the Arrangement