FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September 2006
AETERNA ZENTARIS INC.
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1405, boul. du Parc-Technologique
Quebec, Quebec
Canada, G1P 4P5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F X
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ___
DOCUMENTS INDEX
Documents Description
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1. Press release dated September 19, 2006: AEterna Zentaris to Sell
3,485,000 Subordinate Voting Shares of Atrium Biotechnologies
through Secondary Offering
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AEterna Zentaris Inc. 1405 du Parc-Technologique Blvd.
Quebec (Quebec) Canada G1P 4P5 T 418 652-8525 F 418 652-0881
www.aeternazentaris.com
PRESS RELEASE
For immediate release
AETERNA ZENTARIS TO SELL 3,485,000 SUBORDINATE VOTING SHARES OF ATRIUM
BIOTECHNOLOGIES THROUGH SECONDARY OFFERING
O AETERNA ZENTARIS TO BECOME A PURE PLAY BIOPHARMACEUTICAL COMPANY FOCUSED ON
ENDOCRINE THERAPY AND ONCOLOGY
O AETERNA ZENTARIS INTENDS TO COMPLETE THE SPIN-OFF OF ATRIUM BY THE END OF
2006
THIS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
QUEBEC CITY, QUEBEC (CANADA), SEPTEMBER 19, 2006 -- AEterna Zentaris Inc. (TSX:
AEZ; NASDAQ: AEZS), a growing global biopharmaceutical company focused on
endocrine therapy and oncology, announced today that it has entered into an
agreement with RBC Capital Markets providing for the sale on a bought-deal basis
and distribution to the public of 3,485,000 subordinate voting shares held by it
in its subsidiary, Atrium Biotechnologies Inc. (Atrium), representing 24% of
AEterna Zentaris' ownership interest in Atrium, at a price of Cdn$15.80 per
share. Atrium Biotechnologies Inc. (TSX: ATB) is a leading developer,
manufacturer and marketer of science-based products for the cosmetics,
pharmaceutical, chemical and nutrition industries.
AEterna Zentaris expects to realize net proceeds of approximately US$47 million
from this sale of a significant portion of its ownership interest in Atrium.
Atrium will not realize any proceeds from this transaction. AEterna Zentaris
will use the net proceeds from this offering to advance its development pipeline
and for general corporate purposes.
Following the closing of the offering, AEterna Zentaris intends, subject to
receiving regulatory approvals, to distribute the remaining 11,052,996
subordinate voting shares in Atrium held by it to shareholders of AEterna
Zentaris prior to the end of 2006 and, in so doing, will consider the manner in
which such a transaction can be effected most advantageously and efficiently.
AEterna Zentaris will notify its shareholders as soon as a definitive decision
is made regarding the form and timing of such distribution, and will seek
shareholder approval at a special meeting of its shareholders to effect the
distribution if deemed necessary or advisable. Under the terms of the agreement
with RBC Capital Markets, AEterna Zentaris will not affect the distribution for
60 days following closing of the offering.
The decision by AEterna Zentaris to sell a significant portion of its ownership
interest in Atrium by way of secondary offering, and to distribute its remaining
interest to its shareholders
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represents the culmination of a lengthy and detailed review process in which the
management and Board of Directors of AEterna Zentaris examined a number of
strategic alternatives for how best to pursue and implement its business plan of
becoming a "pure play" biopharmaceutical company, including the divestiture of
its investment in Atrium and the focus on advancing its development pipeline.
Closing of the offering is expected to occur on or about October 10, 2006 and is
subject to certain conditions, including the approval of the Canadian securities
regulatory authorities.
Dr. Eric Dupont, AEterna Zentaris' Chairman of the Board, stated: "We are very
pleased to have seen Atrium establish itself as a solid public company since its
initial public offering in April 2005 and believe it is an opportune time for us
to become a pure play biopharmaceutical company, while leveraging our equity
interest in Atrium. AEterna Zentaris is now more focused and will benefit from a
solid financial position to execute its business plan and create additional
value for its shareholders, while also affording them the opportunity to
continue to benefit from the success of Atrium."
Gilles Gagnon, President and CEO of AEterna Zentaris, commented: "We are very
pleased with this announcement as it is clearly in line with our strategic
vision and transforms AEterna Zentaris into a pure play pharmaceutical company.
Moving forward, we remain committed to further invest in R&D and advance our
promising lead product candidates, namely cetrorelix in BPH, while also
advancing specific targeted, earlier-stage compounds with high potential through
the pipeline. This transaction is integral to the evolution of the Company as we
continue to build a solid foundation to emerge as a specialty pharmaceutical
company with a focus on endocrine therapy and oncology."
AEterna Zentaris currently owns 14,000,000 multiple voting shares and 537,996
subordinate voting shares of Atrium. Prior to the closing of the offering,
AEterna Zentaris will convert 2,947,004 of its multiple voting shares of Atrium
into an equal number of subordinate voting shares to be sold with the
subordinate voting shares already held in the offering. Upon the closing of the
offering, Atrium's remaining multiple voting shares, all of which are owned by
AEterna Zentaris, will be automatically converted into subordinate voting shares
on a one-for-one basis in accordance with Atrium's articles, and the dual-class
share structure will be eliminated. Following completion of the secondary
offering transaction, AEterna Zentaris will own 11,052,996 subordinate voting
shares of Atrium, representing approximately 36% of all of Atrium's issued and
outstanding shares at such time.
Following completion of the offering, AEterna Zentaris expects to have
approximately US$69 million of cash on hand, including its current cash reserve
of approximately US$22 million and net proceeds of the offering of approximately
US$47 million.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities in any jurisdiction. The subordinate voting
shares of Atrium have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended, or any state securities laws, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
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ABOUT AETERNA ZENTARIS INC.
AEterna Zentaris Inc. is a growing global biopharmaceutical company focused on
endocrine therapy and oncology, with proven expertise in drug discovery,
development and commercialization.
AEterna Zentaris also owns 48.3% of the equity of Atrium Biotechnologies Inc.
(TSX: ATB) and 64.7% of its voting rights. Atrium is a developer, manufacturer
and marketer of science-based products for the cosmetics, pharmaceutical,
chemical and nutritional industries.
News releases and additional information are available at
www.aeternazentaris.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements made pursuant to the safe
harbor provisions of the U.S. Securities Litigation Reform Act of 1995.
Statements that are not historical facts, including statements preceded by,
followed by, or that include the words "believes", "anticipates", "intends",
"plans", "expects", "estimates", "will," "may", "should", "approximately", and
the negative or other variations of those terms or comparable terminology, are
forward-looking statements. Such statements reflect management's current views,
intentions, strategies and plans and are based on certain assumptions.
Forward-looking statements involve known and unknown risks and uncertainties,
which could cause the Company's actual results to differ materially from those
in the forward-looking statements. Such risks and uncertainties include, among
others, the statements concerning AEterna Zentaris' future prospects following
the completion of the sale by AEterna Zentaris of 3,485,000 subordinate voting
shares in Atrium Biotechnologies by way of secondary offering, the subsequent
distribution of the remaining subordinate voting shares of Atrium to holders of
AEterna Zentaris' common shares, the ability of AEterna Zentaris to apply the
use of proceeds in the manner described herein and whether such funds will
suffice to allow AEterna Zentaris to implement its business strategies, the
availability of funds and resources to pursue R&D projects, the successful and
timely completion of clinical studies, the ability of the Company to take
advantage of business opportunities in the pharmaceutical industry,
uncertainties related to the regulatory process and general changes in economic
conditions. Investors should consult the Company's quarterly and annual filings
with the Canadian and U.S. securities commissions for additional information on
risks and uncertainties relating to the forward-looking statements. Investors
are cautioned not to rely on these forward-looking statements. The Company does
not undertake to update these forward-looking statements.
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CONTACTS
Media Relations Investor Relations
Paul Burroughs Jenene Thomas
(418) 652-8525 ext. 280 (418) 655-6140 or (908) 996-3154
paul.burroughs@aeternazentaris.com jenene.thomas@aeternazentaris.com
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AETERNA ZENTARIS INC.
Date: September 19, 2006 By: /s/Mario Paradis
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Mario Paradis
Vice President, Finance & Administration
and Corporate Secretary