In order to get their deal done, OHAQ has reduced the number of shares that will be paid to the Precision Therapeutics shareholders by 15% and eliminated the "top-up consideration." The founders of OHAQ have agreed to give up 50% of their shares.
Oracle Healthcare Acquisition Corp. and Precision Therapeutics, Inc. Agree in Principle to Amend Merger Agreement to Reduce Consideration by 15%
Friday February 22, 10:29 pm ET
Oracle Founders Also Agree to Forfeit Certain Shares; Oracle to Reschedule Special Meeting for March 5, 2008
GREENWICH, Conn., Feb. 22 /PRNewswire-FirstCall/ -- Oracle Healthcare Acquisition Corp. (OTC Bulletin Board: OHAQ - News, OHAQW - News and OHAQU - News; "Oracle") announced today that it has reached an agreement in principle with Precision Therapeutics, Inc. ("PTI") to further amend the Agreement and Plan of Merger, dated as of December 3, 2007 and previously amended on January 24, 2008, by and among Oracle, a subsidiary of Oracle and PTI, providing for the acquisition of PTI by Oracle. In connection with the proposed amendment, Oracle plans to postpone the special meeting of the stockholders of Oracle relating to the proposed acquisition until March 5, 2008.
Pursuant to the proposed amendment, the number of shares of Oracle common stock used in the calculation of the exchange ratio pursuant to which shares of PTI common stock would be exchanged for shares of Oracle common stock (identified as the "Share Multiplication Factor" in the "Example of Calculation of Exchange Ratio and Number of Oracle Shares to be Issued/Reserved for Issuance" included in the proxy statement/prospectus, dated February 11, 2008, that has been filed with the U. S. Securities and Exchange Commission (the "SEC") and mailed to the Oracle stockholders) would be reduced from 22,500,000 to 19,125,000 shares, resulting in a reduction in the merger consideration to be issued, or reserved for issuance, at the closing of the merger to PTI stockholders and holders of options and warrants to purchase PTI stock by approximately 15%. The number of shares of Oracle common stock that would be placed into escrow to satisfy any indemnification claims that may be asserted by Oracle would similarly be reduced by 15% from 2,250,000 to 1,912,500 shares. Additionally, the proposed amendment would result in the elimination of the potential payment of the top-up consideration, pursuant to which holders of PTI stock, options and warrants would have been entitled to additional shares of Oracle common stock in the event that the trading price of Oracle's stock is below $7.78 per share as of the date that is 180 days following the closing of the merger. The proposed amendment would not impact the earn-out payment to the holders of PTI stock, options and warrants of up to an additional 4,250,000 shares of Oracle common stock if the combined company achieves specified milestones.
Under the terms of the proposed amendment, the founders of Oracle would agree that, upon completion of the merger, they would forfeit 50% of their aggregate 3,750,000 shares of Oracle common stock that they received in connection with the formation of Oracle.
The proposed amendment to the merger agreement remains subject to the documentation of the terms of the proposed amendment, the approval thereof by the respective boards of directors of Oracle and PTI, which can not be assured, and approval by the stockholders of PTI and Oracle, which also can not be assured. When and if the proposed amendment is executed by the parties, Oracle will file a current report on Form 8-K with the SEC describing the terms of the amendment and including the amendment as an exhibit thereto. Oracle would also file and deliver to its stockholders a supplement to the proxy statement/prospectus, dated February 11, 2008, which has previously been mailed to the Oracle stockholders, describing the impacts of the amendment to the merger agreement.
In order to provide its stockholders with additional time to consider the impact of the proposed amendment to the merger agreement, Oracle intends to postpone its special meeting of stockholders relating to the proposed acquisition from March 4, 2008 to March 5, 2008.
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