FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
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Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December 2005
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
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Documents Description
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1. Press release dated December 8, 2005 - AEterna Zentaris
subsidiary, Atrium Biotechnologies, acquires Douglas Laboratories
in the U.S.
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AETERNA ZENTARIS LOGO
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 SUBSIDIARY, ATRIUM BIOTECHNOLOGIES, ACQUIRES DOUGLAS
LABORATORIES IN THE U.S.
ALL AMOUNTS ARE IN CANADIAN DOLLARS UNLESS OTHERWISE MENTIONED
QUEBEC (CANADA), DECEMBER 8, 2005 - AEterna Zentaris Inc. (TSX: AEZ,
NASDAQ:AEZS) is pleased to announce that its subsidiary, Atrium Biotechnologies
Inc. ("Atrium" TSX: ATB.sv), has acquired, effective today, Pittsburgh-based HVL
Inc. ("Douglas") whose main brand is Douglas Laboratories. Douglas has been
marketing health and nutritional products through healthcare practitioners for
over 50 years and has current annual revenues of approximately $80 million. By
acquiring Douglas, Atrium now positions itself as the leader in this sector
throughout the United States. The transaction is immediately accretive to
Atrium, enabling it to increase its adjusted earnings before interest, income
taxes, depreciation and amortization (EBITDA) from approximately $31 million to
about $48 million on a PRO FORMA basis and therefore also increasing its
earnings per share by more than 50%, before synergies. Following the
transaction, Atrium's PRO FORMA revenues will exceed $315 million.
Under the agreement, Atrium will acquire Douglas for the total amount of $107
million ($US 92 million), which represents approximately 6.4 times the adjusted
EBITDA generated by Douglas. Approximately $97 million will be paid in cash
while the remainder, approximately $10 million, will be paid in Atrium
subordinate voting shares issued to certain Douglas management shareholders at a
price of $10.95 per share. The cash portion will come from Atrium's cash on hand
and its newly re-negotiated credit facility that can be increased to $200
million, under certain conditions.
"This significant acquisition represents Atrium's commitment to its aggressive
corporate development strategy as well as immediately increases its EBITDA, net
earnings and net earnings per share," stated Gilles Gagnon, President and Chief
Executive Officer at AEterna Zentaris.
Atrium Biotechnologies has issued a detailed press release on this transaction
which is available on its Website at www.atrium-bio.com and also on SEDAR.
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CONFERENCE CALL ON THE ACQUISITION
Atrium will hold a conference call and webcast that will include a slide
presentation to discuss the Douglas acquisition today at 10:30 a.m. Eastern
time. Participants may access the call by
using the following numbers: 416-640-4127, 514-807-8791 or 800-814-4859. The
live webcast including the slide presentation is also available via Atrium's
website at www.atrium-bio.com in the "Investors" section. A replay of the call
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and webcast will be available for a period of 30 days on Atrium's' web site.
ABOUT ATRIUM
Atrium Biotechnologies Inc. is a leading developer, manufacturer and marketer of
science-based products for the cosmetics, pharmaceutical, chemical and nutrition
industries. Atrium focuses primarily on growing segments of the health and
personal care markets which are benefiting from the trends towards healthy
living and the ageing of the population. Atrium markets a broad portfolio of
active ingredients, specialty chemicals and health and nutrition finished
products through its highly specialized sales and marketing network in more than
35 countries, primarily in North America, Europe and Asia. Additional
information about Atrium is available on its Web site at www.atrium-bio.com.
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ABOUT HVL / DOUGLAS
Founded in 1955, Douglas directly markets some 960 products to approximately
10,000 healthcare practitioners, such as physicians, chiropractors and
osteopaths. The Company also sells supplements via distributors that work with
health professionals. Douglas, which has approximately 250 employees, markets
its products under various well-known brand names, including Douglas
Laboratories, Advanced Medical Nutrition Incorporated (AMNI), Health Yourself
and Intelligent Health. In addition to manufacturing and marketing its own
exclusive brand name supplements, which make up the majority of its business,
Douglas also designs and manufactures products for others in the industry. It
has a 150,000 square-foot plant in Pittsburgh regrouping production facilities,
warehouse facilities, laboratories and its head office.
ABOUT AETERNA ZENTARIS INC.
AEterna Zentaris Inc. is a growing global biopharmaceutical company engaged in
the discovery, development and marketing of therapies for cancer and endocrine
disorders.
AEterna Zentaris also owns 48.5% of the equity of Atrium Biotechnologies Inc.
(TSX: ATB.sv) and 64.9 % 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.
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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.
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 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
Paul Burroughs
(418) 652-8525 ext. 406
paul.burroughs@aeternazentaris.com
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INVESTOR RELATIONS
Jenene Thomas
(418) 655-6420
jenene.thomas@aeternazentaris.com
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SIGNATURE
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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: December 8, 2005 By: /s/ Mario Paradis
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Mario Paradis
Senior Finance Director and Corporate
Secretary