Paramount Acquisition (stock symbol: PMQC) has rescheduled their shareholder meeting for October 22, 2007. In an effort to obtain institutional backing, two of the principals of Chem Rx, the company that PMQC is acquiring, have entered into a put option agreement for 5,879,998 shares.
Jerry Silva and Steven Silva Enter into Put Option Agreements with Investors
Wednesday October 17, 8:08 am ET
Paramount Announces Postponement of Special Meeting to October
22, 2007
NEW YORK, Oct. 17 /PRNewswire-FirstCall/ -- Paramount Acquisition Corp. (OTC Bulletin Board: PMQC - News, PMQCU - News, PMQCW - News; "Paramount") announced today that Jerry Silva, the Chief Executive Officer of Chem Rx, and Steven Silva, the Chief Operating Officer of Chem Rx, who are also the principal stockholders of Chem Rx, entered into put option agreements with certain institutional investors.
As more fully described in the Current Report on Form 8-K and proxy supplement being filed today by Paramount, the put option agreements provide each investor with an option to require the Silvas to purchase from it the shares of Paramount common stock that the investor purchases between October 18, 2007 and the time of Paramount's special meeting, up to a maximum of 5,879,998 shares. The put options may be exercised beginning nine months after the closing of the transaction with Chem Rx and ending on the first anniversary of the closing. The exercise price for the put options is a price per share equal to the average price paid by the investor to acquire the shares subject to the put option, but not to exceed $6.00 per share.
As a condition to the exercisability of each of the put options, the investor shall have used its reasonable best efforts to obtain the authorization from any person from whom the investor acquires shares for the investor to vote such shares at the special meeting, or, in the alternative, obtain a proxy card or other evidence from such seller that the shares owned by such seller have been voted in favor of the transaction with Chem Rx.
In order to give its stockholders additional time to consider and vote on the proposed acquisition of Chem Rx as well the additional information being disclosed today, Paramount also announced that it had postponed the special meeting of its stockholders originally scheduled for 10:00 a.m. (Eastern Daylight Time) today, Wednesday, October 17, 2007. The special meeting is now scheduled to be held at 10:00 a.m. (Eastern Daylight Time) on Monday, October 22, 2007. The meeting will still be held at the offices of Covington & Burling LLP, Paramount's counsel, located at The New York Times Building, 620 8th Avenue, New York, New York 10018.
Paramount encourages all its stockholders to vote at the special meeting.
Stockholders that hold their shares in "street name," may provide voting instructions via the Internet or over the telephone per the instructions provided in the materials sent to them by their bank or broker.
Stockholders that hold their shares in "street name," and demanded conversion of their shares, and later decide that they do not want to convert such shares must direct their banker or broker to withdraw their conversion. Stockholders who have previously tendered their shares to Continental Stock Transfer & Trust Company, Paramount's transfer agent, and wish to withdraw their conversion should contact Continental Stock Transfer & Trust Company, 17 Battery Place, New York, NY 10004, attn: Mark Zimkind, tel. (212) 845-3287, fax (212) 616-7616 to arrange for the return of their shares.
Paramount stockholders holding their shares in "street name" are encouraged to work closely with their broker to ensure their votes are counted with respect to the special meeting. Stockholders may contact Morrow & Co. Inc., Paramount's proxy solicitor, with any questions at (800) 607-0088; banks and brokers can call (800) 654-2468.
Stockholders of Paramount are advised to carefully read the definitive proxy statement and any supplements thereto because these documents contain important information about the special meeting and the matters to be voted on.
ABOUT CHEM RX
Founded more than 40 years ago, Chem Rx is a major, privately-owned long- term care pharmacy serving the New York City metropolitan area, as well as parts of New Jersey, upstate New York, and Pennsylvania. Chem Rx's client base includes skilled nursing facilities and a wide range of other long-term care facilities. Chem Rx provides to more than 61,000 residents prescription and non-prescription drugs, intravenous medications, durable medical equipment items and surgical supplies. Chem Rx's website address is www.chemrx.net.
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