Email to Gilles Gagnon on March 7, 2024If you are interested in my exact thoughts on the Merger, please see below for the message sent to Gilles on March 7, 2024. I will post the response that I got tomorrow.
Hi Gilles,
As stated several times previously, I am not a happy shareholder and do not like the way this merger deal was proposed and “forced” upon shareholders.
For the record, Ceapro shareholders have not been treated fairly with regards to the new ownership of the new company, a merger of equals, this is not, and I have disagreed with this deal from day one. For the record, the information that I received with regards to the valuation process regarding Ceapro has created an extremely skewed and flawed scenario. Ceapro’s agreeing to moving the ownership percentage from 57 to 43 in favor of Ceapro to a 50 / 50 is problematic and that process in doing so was very questionable. The decision by the Ceapro board to agree to move the 57 / 43 ownership to a 50 / 50 merger of equals is flawed and breaches the fiduciary duty to act in Ceapro’s best interest. Based on the information that I received, and the process taken, this, again, was a flawed decision and lacked integrity from an overall risk perspective to the company and shareholders.
As stated previously, I am disgusted with the board and yourself for even proposing this deal while taking it upon yourselves to spend hundreds of thousands of dollars on this even before it was announced. As a shareholder, I have never seen anything like this in my life where fiduciary duties have been thrown out the window along with prudency and integrity. Ceapro still clearly suffers from a communication perspective and still operates as a private company while being registered as a publicly traded entity.
You forced the hand of my group and backed us into a corner that gave us no options. For that, I will never forgive you or the Ceapro board for harming not only my group but ALL shareholders in a big way. We can only hope that things turn out, but I honestly have a very low expectation simply based on how we got to where we are at today and that the fact that the same decision makers are in place. As you know, hope is not a good strategy. Had I known that Ceapro was involved in discussions to merge with AEZS, I would have begun selling immediately upon that knowledge.
Unfortunately, and in spite of the above, I had no choice but to vote yes today and now feel like I have betrayed all Ceapro shareholders. Aside from the shareholders that have distain for you and have posted as such, you have treated all other loyal, committed and extremely long-time supportive shareholders very poorly, you and the board have shown a very low level of respect for all shareholders.
Lastly, the big “cash grab” that you and your team have sought is interesting and telling. Maybe, just maybe, you and your team should have worked a little harder to put the proper things in place so that you did not have to throw out years of discipline and literally *F***K the shareholders who have supported you for so long by proposing only one option, and a bad one at that.
Is there a chance that I am wrong about my assessment of the situation? Absolutely!! Obviously, it is a 50 / 50 as to whether things will work out, I give it a 70 / 30 that it won’t. I am looking, as I have been for years now, for changes in the way the company has been run and the way the new company will be run. I have said it many times over Gilles, if you want a different result, you have to do things differently. Adding to a bank account without making internal and prudent changes will only result in that bank account getting decimated, probably quickly. New shareholders can only hope that “Oversight” is implemented as part of the new plan forward. If not, all of the board and management will be held to account.
Thank you,
XXXXX XXXXX