Healthcare Acquisition Corp. and PharmAthene, Inc. File Certificate of Merger to Complete Acquisition; Confirmation to Be Sought
2007年8月7日 - 7:44AM
ビジネスワイヤ(英語)
Healthcare Acquisition Corp. (AMEX:HAQ), a publicly-traded special
purpose acquisition company, and PharmAthene, Inc., a biodefense
company developing and commercializing medical countermeasures
against biological and chemical threats, today announced that,
following the actions at HAQ�s Special Meeting of Stockholders in
which HAQ�s stockholders voted to approve the merger of its
subsidiary with PharmAthene, Inc., the certificate of merger was
filed. Under the terms of the Agreement and Plan of Merger, dated
as of January 19, 2007, HAQ acquired all of the outstanding
securities of PharmAthene and PharmAthene became a wholly owned
subsidiary of HAQ. Additionally, as contemplated under the Merger
Agreement, HAQ filed an amendment to its certificate of
incorporation to, among other things, change its name to
PharmAthene, Inc. and the name of PharmAthene, Inc., now a
subsidiary of HAQ, was changed to PharmAthene US Corporation. It is
expected that the Company�s common stock and warrants will trade
under the following symbols when trading recommences: common stock
will trade under �PIP� warrants will trade under �PIP.WS�
Stockholders of HAQ are not required to submit their share
certificates for re-issuance. At the HAQ Special Meeting of
Stockholders, the number of shares requesting conversion into cash
from the trust fund was misreported to the Company. Following that
misreporting, certain of the officers, directors and current
stockholders of HAQ and certain stockholders of PharmAthene
purchased in the aggregate an additional 400,000 shares of HAQ
common stock which shares were voted, pursuant to the negotiated
terms of sale, in favor of the merger, reducing the number of
conversion elections and allowing for approval of the merger.
Because the vote was initially misreported to the Company at the
meeting, a determination will be sought from the Delaware Chancery
Court to affirm the validity of the stockholder vote approving the
merger. Although the Board of HAQ believes that the approval of the
merger was valid, in the event that the Delaware Court of Chancery
does not affirm such validity, HAQ could be required to liquidate
any funds then held in trust. HAQ intends to inform the escrow
agent for its trust funds immediately to proceed with liquidating
that portion of the trust fund representing the positions of those
stockholders who voted against the merger and requested conversion
of their shares. The remaining funds will be held in trust pending
further direction of the Board of Directors of the Company.
Additional Information 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 POTENTIAL DETERMINATIONS BY A
COURT OF CHANCERY IN DELAWARE AS TO THE VALIDITY OF THE APPROVAL OF
THE MERGER, WHICH CANNOT BE PREDICTED WITH CERTAINTY. NO ASSURANCES
CAN BE GIVEN THAT OTHER PARTIES WILL NOT OPPOSE CONFIRMATION OF
SUCH VALIDITY. About Healthcare Acquisition Corp. Des Moines-based
Healthcare Acquisition Corp. was jointly formed by healthcare
investing pioneers, John Pappajohn and Derace L. Schaffer, M.D.
Healthcare Acquisition Corp. was a special purpose acquisition
company focused on the healthcare industry. The Company�s shares
traded on the American Stock Exchange, under the symbol HAQ and its
warrants traded on the American Stock Exchange under the symbol
HAQW. Following HAQ�s Special Meeting of Stockholders held on
Friday, August 3, 2007, the name of HAQ was changed to
�PharmAthene, Inc.� About PharmAthene, Inc. PharmAthene was a
privately-held biodefense company, was formed in 2001 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� and Protexia�. For
more information on PharmAthene, please visit its website at
www.PharmAthene.com. Following approval of the merger at HAQ�s
Special Meeting of Stockholders held on Friday, August 3, 2007, the
name of PharmAthene was changed to �PharmAthene US Corporation.�
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