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Bullboard - Stock Discussion Forum Ceapro Inc V.CZO

Ceapro Inc. is a Canada-based biotechnology company. The Company is involved in the development of extraction technology and the application of this technology to the production of extracts and active ingredients from oats and other renewable plant resources. Its primary business activities relate to the development and commercialization of natural products for personal care, cosmetic, human... see more

TSXV:CZO - Post Discussion

Ceapro Inc > AEZS approached CZO
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Post by Ciao on Feb 16, 2024 1:23pm

AEZS approached CZO

Talk about negotiating from a position of strength to weakness (p. 25 of info circular)

In October 2022, the Board became aware that Aeterna Zentaris was conducting a strategic review of its operations and of the opportunity to combine Ceapro’s business with the business of Aeterna Zentaris. After analyzing the merits of this opportunity internally, in early November 2022, the Board decided to express to Aeterna Zentaris its interest in pursuing a combination of their two businesses. However, after initial exploratory discussions, Aeterna Zentaris decided not to advance Ceapro to its short-list of companies with whom it would pursue negotiations towards a potential transaction. Subsequently, in December 2022, Aeterna Zentaris informed Ceapro that it was interested in re-engaging with Ceapro regarding a potential business combination transaction. Ceapro and Aeterna Zentaris then entered into a confidentiality agreement effective December 15, 2022 and began discussions in order to explore the potential terms of such a transaction.

I wonder if it was Gilles that initated this back in Oct. 2022?

(i) that the proposed strategic transaction would be structured as an all-stock merger acquisition by Ceapro of Aeterna Zentaris, with the shareholders of Aeterna Zentaris owning between 41-45% and the shareholders of Ceapro owning between 55-59%

Yes, this is essentially a takeover of CEAPRO at liquidation valuations, but instead of CEAPRO having a larger interest in the new entity, we could end up with a 50 / 50 deal. Putting lipstick on a pig and calling it a merger of equals, how pathetic.
Comment by Hopeforthebest on Feb 16, 2024 1:45pm
Ciao, as I have said time and time again, Czo never investigated any partnership, funding merger etc. this deal with Aezs has been gagnon's plan along and he finally pulled the plug because the gig was up. Bluntly gagnon has proven he is inept at business but is an accomplished puppeteer.He was able to put a puppet at the controls of Aezs so he could still control the purse and also convince ...more  
Comment by Ciao on Feb 16, 2024 1:53pm
Now we have the details and timeline that supported our theory all along. The slow walking and delaying of trials and target of a CoQ10 licence to H2 (what is the status) also tells us he wanted CEAPRO to look weak prior to the proposed merger. As for Ronnie Miller being put on the special committee then being a proposed board member on the merged company, how could he be independent?
Comment by Ciao on Feb 16, 2024 9:21pm
AEZS put the squeeze on CZO after Q2 results were released and the new company then became a 50/50 split. No doubt that any positive news for CEAPRO such as the commercial licensing of CoQ10 in H2 or AV phase 1/2a results (if started on time) would have led to re-negotiating this ratio, or the potential termination of the agreement. Gilles really wanted this deal which would stroke his ego to be a ...more  
Comment by Tencents on Feb 17, 2024 11:18am
The shareholders should be in procession of all the information they are going to get to make a decision its up to them to do what they think is best for their interests  In a month we can see where it's going as a result 
Comment by Ciao on Feb 17, 2024 1:55pm
If AEZS wanted exposure to CZO's pipeline say within biopharma they could have funded CZO for their AV or Y-BG and negotiated a %age interest. No takeover of CZO would be needed. More than likely AEZS wanted to tout PGX to raise funds in the future as their pipeline was a dead end and their track record made it difficult to do another equity raise (last one was in 2021 and a 1 for 25 rollback ...more  
Comment by PBaelishh on Feb 17, 2024 4:14pm
Some of the FACTS: 1) Gagnon has never brought one single new product to market in his entire career 2) Gagnon acquired Juvente, that has products, and he has done nothing with it, NOTHING 3) Gagnon has taken Ceapro from >$18,000,000 in revenue to below $10,000,000 in revenue in a one year period; 2022 to 2023 4) Gagnon has increased the Bored's compensation by 3x 2022~2023 5) Gagnon ...more  
Comment by Ciao on Feb 17, 2024 5:02pm
And he is a consultant for the company via his own company Prodev Pharma and managed to give himself a nice termination package as well. Employment Agreements   Gilles Gagnon provides his services as President and Chief Executive Officer to the Company pursuant to a service agreement (the “Service Agreement”) with Prodev Pharma Inc. (the “Consultant”) dated January 1, 2017. In the ...more  
Comment by Hopeforthebest on Feb 18, 2024 10:19am
BINGO, right again proph, remember that $960,000 figure I was saying gagnon was sucking out out Aezs, in addition to other moneys he pulled out of both Aezs and Czo, well there it is again. As for your pgx claim that it will not happen without the merger, well I do agree it will not happen under gagnon, merger or not.  Th e only way things can proceed and will proceed is if we vote NO to ...more  
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