This should seal the deal:
Healthcare Acquisition Corp. Announces Filing of Proxy Statement Supplement
Wednesday August 1, 6:24 pm ET
DES MOINES, Iowa & ANNAPOLIS, Md.--(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.
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