Hanmi to acquire Canadian company Aptose Biosciences

Final approval from the Canadian court secured, full integration expected by late April

Plans to use the company’s AML candidate tuspetinib to serve as a bridgehead for North American expansion

Hanmi Pharmaceutical has effectively completed the acquisition process for Canadian biotech company Aptose Biosciences. Having completed both the shareholder meeting and the final approval process from a Canadian court required to close the deal, the company is expected to fully integrate Aptose as a wholly owned subsidiary as early as the end of this month. Through this acquisition, Hanmi Pharmaceutical plans to secure a North American R&D hub and accelerate the development of global anti-cancer drugs.

According to the bio industry on the 14th, Aptose passed the Arrangement Resolution for its acquisition by Hanmi Pharmaceutical’s subsidiary, HS North America, at a special shareholder meeting held on March 31 local time.

This comes about 10 days after global proxy advisory firm ISS (Institutional Shareholder Services) officially recommended that Aptose shareholders approve the merger proposal. In its recommendation, ISS positively evaluated the proposed acquisition price as providing a premium over the market price, the absence of competing bids, and the fact that the all-cash consideration structure guarantees shareholders certain liquidity and value realization.

As a result of the shareholder vote, 91.5% of all votes cast supported the deal. Even among Minority Shareholders, excluding Hanmi Pharmaceutical and related parties, the proposal passed with a high approval rate of 84.9%.

On the same day, the Court of King’s Bench of Alberta also issued its Final Order approving the acquisition agreement. By meeting both the key requirements of shareholder approval and court approval, the acquisition transaction has reached a stage where it is legally enforceable. Hanmi Pharmaceutical and Aptose plan to complete the final payment and delisting procedures by the end of April and incorporate Aptose as a wholly-owned subsidiary of Hanmi Pharmaceutical.

The acquisition price is C$2.41 per share. This represents about a 28% premium over the 30-day volume-weighted average price (VWAP) of C$1.88 on the Toronto Stock Exchange (TSX) immediately before the acquisition agreement was signed. The maximum amount required to acquire the remaining shares, excluding the stake already held, is estimated at C$4.925 million (about KRW 5.3 billion). The transaction will be conducted through Hanmi Pharmaceutical’s subsidiary, HS North America, which will acquire all outstanding common shares of Aptose, with the full acquisition consideration paid in cash.

Aptose Biosciences’ Pipeline (Source: Aptose)

Aptose is a Toronto-based biotech company specializing in new drug development. Founded in 1986 and listed on the Nasdaq in 2014, it possesses an innovative drug pipeline specialized in hematologic malignancies, with its core pipeline being tuspetinib, an acute myeloid leukemia (AML) candidate licensed from Hanmi Pharmaceutical in 2021. At the time, Hanmi Pharmaceutical transferred the rights to tuspetinib to Aptose for a total of up to US$ 407.5 million, including a non-refundable upfront payment of US$ 12.5 million (US$ 5 million in cash and US$ 7.5 million in stock).

Tuspetinib is a multi-targeted oral kinase inhibitor that simultaneously inhibits various kinases, such as FLT3 and SYK, and possesses a mechanism of action that demonstrates anticancer activity even in patient groups resistant to existing treatments (such as venetoclax). It is currently undergoing a Phase I/II clinical trial in patients with relapsed or refractory AML. In early clinical trials, tuspetinib reportedly demonstrated meaningful anticancer activity, including complete remission (CR), with objective response rates (ORR) of 30–40% as both monotherapy and combination therapy, along with favorable safety profiles.

However, amid a global contraction in biotech investment and a high-interest-rate environment, Aptose encountered financial difficulties. Due to continuous R&D spending, Aptose’s accumulated deficit had reached US$566.43 million by the end of last year, while shareholders’ equity had fallen to negative US$27.17 million, placing the company in a state of complete capital impairment. As independent capital-raising efforts, including a rights offering aimed at resolving the funding crisis, repeatedly fell through, its share price continued to decline. Ultimately, the company failed to meet the requirements for maintaining its NASDAQ listing and was delisted in April of last year.

Against this backdrop, Hanmi Pharmaceutical continued to provide support as a strategic investor. Hanmi has invested more than US$41 million in the development of tuspetinib and, in November last year, signed an agreement to acquire all remaining shares, thereby solidifying its direction toward full acquisition. It is understood that Hanmi Pharmaceutical made the final decision to acquire the company after comprehensively considering the clinical potential of tuspetinib and the need to secure an R&D hub in North America. Hanmi is effectively spending more than KRW 60 billion in total to acquire Aptose.

Once the Aptose acquisition is completed, Hanmi Pharmaceutical is expected to speed up its entry into the North American market in earnest. The company’s strategy is to secure local clinical and research bases in North America while strengthening its oncology pipeline centered on tuspetinib, thereby enhancing its global anticancer drug development capabilities. Through this, the company expects to establish a value chain spanning from global clinical trials to commercialization.