Healthcare Acquisition Corp. Announces Filing of Proxy Statement Supplement
August 01 2007 - 5:24PM
Business Wire
Healthcare Acquisition Corp. (AMEX:HAQ; HAQ.W), announced that a
Proxy Statement Supplement was filed with the Securities and
Exchange Commission on August 1, 2007 to provide supplemental
information to the Proxy Statement with respect to a Special
Meeting of the stockholders of Healthcare Acquisition Corp. (�HAQ�
or the �Company�) scheduled to be held on August 2, 2007. At the
Special Meeting the Company�s stockholders will be asked to vote in
favor of the acquisition of PharmAthene, Inc. (�PHA�) through the
merger of the Company�s subsidiary into PHA (the �Merger�), as well
as certain other proposals as described in the Proxy Statement
dated July 13, 2007. The Company has been informed by its principal
stockholders that the principal stockholders, and certain
stockholders of PHA, have reached a tentative agreement with
certain third party investors who have agreed to purchase up to
2,800,000 shares of the Company�s common stock. Certain investors,
one of which is Millenium Partners, L.P. Group (and/or one or more
of its affiliated entities) (collectively referred to as �New
Investors�) have indicated that they would be interested in making
purchases of the Company�s common stock in privately negotiated
transactions with existing stockholders of the Company, but would
require that, in connection with the purchases, the New Investors
receive additional shares of HAQ�s common stock from the founding
stockholders of HAQ and from certain stockholders of PHA who will
be receiving shares as a result of the Merger. HAQ�s principal
stockholders and certain stockholders of PHA, acting as individual
stockholders, have generally agreed to the terms as set forth
below, which are all of the material terms of the proposed
agreements that have been negotiated among the parties as
indicated, and definitive agreements by and among the parties are
expected to be executed prior to the Special Meeting: 1. The New
Investors would agree to purchase, in the aggregate, up to
2,800,000 shares of the Company�s common stock in privately
negotiated transactions with HAQ stockholders who were stockholders
of HAQ as of the Record Date and who have either delivered proxy
cards indicating a vote against the Merger Proposal or have advised
HAQ and its advisors that they intend to vote against the Merger
Proposal (sometimes referred to collectively as the �Opposing
Shares�) with Millenium Partners, L.P. (either directly or through
affiliated entities) purchasing a minimum of 1.2 million shares; 2.
The Opposing Shares would be purchased at a price to be negotiated
between the sellers and the New Investors, although it is expected
that the per share price would be equal to or at a premium over the
amount held in trust for the shares of common stock, which amount
in trust is currently estimated at $7.60 per share; 3. The New
Investors would obtain from the sellers of the Opposing Shares
either a new proxy card changing any �no� votes against the
Proposals to votes in favor of the Proposals or an agreement to
vote any such Opposing Shares in favor of the Proposals. Pursuant
to contemplated purchase option agreements John Pappajohn, Derace
L. Schaffer M.D. Edward B. Berger, Wayne A. Schellhammer and
Matthew Kinley, the founders of HAQ and its executive officers and
directors prior to the merger (collectively, the �HAQ Insiders�)
would enter into agreements with the New Investors granting them
options to acquire up to 1,266,752 shares of HAQ common stock in
the aggregate (which amount may be reduced pro rata to the extent
that less that 2,800,000 shares are purchased by the New
Investors). The option would be purchased for an aggregate purchase
price of $100 and the exercise price per share would be $.0001. The
options would not be exercisable until the underlying shares are
released from the escrow arrangement with Continental Stock
Transfer & Trust Company to which the HAQ Insiders are subject
which will expire on July 28, 2008, assuming the Merger is
approved. The HAQ Insiders entered into the escrow arrangement for
all of their pre IPO shares in connection with the initial public
offering by HAQ which was completed on July 28, 2005. The HAQ
Insiders own a total aggregate of 2,250,000 shares being held in
escrow and had recently purchased 250,000 shares pursuant to Rule
10b5-1 plans which are not included in the escrow and are not being
sold to the New Investors. No option will be exercisable unless the
Merger is approved. Pursuant to an assignment agreement which is
currently being negotiated, certain stockholders of PHA would agree
to assign to the New Investors an aggregate of up to 479,272 shares
that would otherwise be received by them as part of the Merger,
assuming the Merger is consummated. Under the terms of the Merger
Agreement, the number of shares issuable to the PHA stockholders
could be adjusted upward by up to 337,500 shares of HAQ common
stock (the �Adjustment Shares�) in the event that stockholders of
HAQ holding in excess of 5% of the IPO shares of HAQ vote against
the Merger and seek to convert their shares. These stockholders of
PHA would assign their pro rata portion of these additional shares
(an aggregate of up to 211,797 shares to the extent issuable under
the terms of the Merger Agreement) to the New Investors, as well as
an additional 267,455 shares issuable to them in the aggregate
under the Merger Agreement. The New Investors would be entitled, as
assignees of the PHA stockholders, to the registration rights being
granted to the stockholders of PHA under the terms of the Merger
Agreement as described in the Proxy Statement. The effectiveness of
the assignment would be contingent upon the Merger Proposal being
approved. The New Investors would agree to enter into the lock up
agreement being signed by all other PHA stockholders in connection
with the Merger. Healthcare Acquisition has filed a Proxy Statement
Supplement with the SEC detailing the transactions described in
this release and containing the above-referenced agreements. You
are urged to review it carefully. About PharmAthene, Inc.
PharmAthene, a privately-held biotechnology company, was formed to
meet the critical needs of the United States by developing
biodefense products. PharmAthene is dedicated to the rapid
development of important and novel biotherapeutics to address
biological pathogens and chemicals that may be used as weapons of
bioterror. PharmAthene�s lead programs include Valortim� (being
co-developed with Medarex [NASDAQ:MEDX]) and Protexia�. PharmAthene
is located in the Chesapeake Innovation Center in Annapolis, MD,
the first technology incubator focused solely on Homeland Security.
For more information on PharmAthene, please visit its website at
www.PharmAthene.com. About Healthcare Acquisition Corp. Des
Moines-based Healthcare Acquisition Corp. a company was formed by
healthcare investing pioneer merchant banker John Pappajohn as a
business combination company focused on the healthcare industry.
The Company raised $75.2 million in gross proceeds through an
initial public offering completed in July, 2005, of which
$67,928,000 was placed in trust. As of March 31, 2007, the Company
held approximately $71.4 million in trust. The Company�s shares
trade on the American Stock Exchange under the symbol HAQ and its
warrants trade on the American Stock Exchange under the symbol
HAQ.W. Additional Information HAQ AND ITS DIRECTORS AND EXECUTIVE
OFFICERS AS WELL AS PHARMATHENE AND ITS DIRECTORS AND EXECUTIVE
OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICIATION OF
PROXIES FOR THE SPECIAL MEETING OF HAQ'S STOCKHOLDERS TO BE HELD TO
APPROVE THE PROPOSED MERGER. SECURITYHOLDERS AND OTHER INTERESTED
PERSONS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING
THE PROPOSED MERGER FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JULY 13, 2007, AS THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN
A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY
DIRECTING A REQUEST TO HAQ AT: 2116 FINANCIAL CENTER, 666 WALNUT
STREET, DES MOINES, IOWA 50309. THE DEFINITIVE PROXY STATEMENT AND
THE FINAL PROSPECTUS AND OTHER SEC FILINGS OF HAQ CAN ALSO BE
OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE
COMMISSION'S INTERNET SITE (http://www.sec.gov). HAQ AND
PHARMATHENE CLAIM THE PROTECTION OF THE SAFE HARBOR FOR
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING
STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH
FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND
EXPECTATIONS OF MANAGEMENT OF HAQ AND PHARMATHENE REGARDING, AMONG
OTHER THINGS, THE BUSINESS OF PHARMATHENE AND THE MERGER, ARE
SUBJECT TO RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL
RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. RISKS AND
UNCERTAINTIES INCLUDE RISKS ASSOCIATED WITH THE RELIABILITY OF THE
RESULTS OF THE INITIAL WORK CONDUCTED ON VALORTIM(TM) RELATING TO
ANIMAL EFFICACY, HUMAN SAFETY AND LIKELIHOOD OF SUCCESSFUL
DEVELOPMENT OF AN EFFICIENT AND SCALABLE MANUFACTURING PROCESS,
UNEXPECTED FUNDING DELAYS BY NIAID, UNFORESEEN SAFETY ISSUES
RESULTING FROM THE HANDLING OF BACILLUS ANTHRACIS, UNFORESEEN
SAFETY ISSUES RESULTING FROM THE ADMINISTRATION OF VALORTIM(TM)
(MDX-1303) IN HUMAN SUBJECTS, UNCERTAINTIES RELATED TO PRODUCT
MANUFACTURING. THERE CAN BE NO ASSURANCE THAT SUCH DEVELOPMENT
EFFORTS WILL SUCCEED OR THAT OTHER DEVELOPED PRODUCTS WILL RECEIVE
REQUIRED REGULATORY CLEARANCE OR THAT, EVEN IF SUCH REGULATORY
CLEARANCE WERE RECEIVED, SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE
COMMERCIAL SUCCESS.
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