Oracle Healthcare Acquisition Corp. and Precision Therapeutics, Inc. Agree in Principle to Amend Merger Agreement to Reduce Cons
February 22 2008 - 10:29PM
PR Newswire (US)
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:OHAQOTC:OHAQWOTC:andOTC:OHAQU) (BULLETIN BOARD: OHAQ, OHAQW
and OHAQU) ("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.
Special Note Regarding Forward-Looking Statements This press
release contains forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, that involve
risks and uncertainties relating to future events or our future
financial performance, including, without limitation, statements
regarding the proposed amendment to the merger agreement and the
completion of the merger. These statements involve known and
unknown risks, uncertainties and other factors that may cause the
actual results to differ materially from those expressed or implied
by such forward-looking statements. In particular, these forward
looking statements are subject to the risk that the parties may not
be able to reach agreement on all of the terms of the proposed
amendment to the merger agreement, or that the board of directors
of either company may fail to approve the amendment to the merger
agreement, and that the stockholders of either company may fail to
approve the merger agreement, as amended, as well as those factors
detailed in Oracle's SEC filings, including the proxy/statement
prospectus relating to the proposed merger filed with the SEC on
February 11, 2008. You are advised to consult further disclosures
that Oracle may make on related subjects in its future filings with
the SEC. In some cases, you can identify forward-looking statements
by terminology such as "proposed," "may," "prospective," could,"
"should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of
such terms or other comparable terminology. These statements are
only predictions. Although Oracle believes that the expectations
reflected in the forward-looking statements are reasonable, Oracle
can give no assurance that such expectations will prove to be
correct, nor can Oracle guarantee future results, levels of
activity, performance or achievements. About Oracle Healthcare
Acquisition Corp. Oracle is a blank check company formed on
September 1, 2005 for the purpose of acquiring, through a merger,
capital stock exchange, asset acquisition or other similar business
combination, an operating business in the healthcare industry. On
March 8, 2006, Oracle consummated its initial public offering of
15,000,000 units, which were sold at an offering price of $8.00 per
unit, which together with the private placement of 833,334 warrants
to certain founding stockholders of Oracle at an offering price of
$1.20 per warrant, generated total gross proceeds of approximately
$121,000,000. Of this amount, $113,500,000 was placed in trust,
including $2,400,000 in deferred underwriting fees. Oracle common
stock, warrants and units are quoted on the OTC Bulletin Board
under the symbols OHAQ, OHAQW and OHAQU, respectively. About
Precision Therapeutics, Inc. PTI is a life sciences company
developing and commercializing tests intended to assist physicians
in individualizing cancer therapy in an effort to improve treatment
outcomes. PTI has developed and currently markets its proprietary
ChemoFx test. ChemoFx is a chemoresponse test, a type of test that
uses a patient's live tumor cells to assess his or her likelihood
of responding to various cancer drugs, or drug combinations, that
the patient's physician is considering for treatment. ChemoFx
measures both the responsiveness, or sensitivity, of tumor cells to
particular drugs, as well as their resistance. For more information
on PTI, please visit its website at
http://www.precisiontherapeutics.com/. Additional Information About
the Merger and Where to Find It This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful under the securities laws of such jurisdiction. In
connection with the proposed merger, Oracle has filed a proxy
statement/prospectus and other materials with the SEC. WE URGE
INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND THESE OTHER
MATERIALS, AND ANY SUPPLEMENT THERETO CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT ORACLE, PTI AND THE PROPOSED
MERGER. Investors are able to obtain free copies of the proxy
statement/prospectus as well as other filed documents containing
information about Oracle at http://www.sec.gov/, the SEC's Web
site. Participants in the Solicitation Oracle and PTI and their
respective executive officers and directors may be deemed, under
SEC rules, to be participants in the solicitation of proxies from
Oracle's stockholders with respect to the proposed merger.
Information regarding the officers and directors of Oracle and PTI,
including their direct or indirect interests, by securities
holdings or otherwise, is set forth in the proxy
statement/prospectus filed with the SEC on February 11, 2008 in
connection with the proposed merger and may be contained in future
filings with the SEC. Oracle Healthcare Acquisition Corp. Joel D.
Liffmann President and Chief Operating Officer Oracle Healthcare
Acquisition Corp. (203) 862-7900 DATASOURCE: Oracle Healthcare
Acquisition Corp. CONTACT: Joel D. Liffmann, President and Chief
Operating Officer of Oracle Healthcare Acquisition Corp.,
+1-203-862-7900 Web site: http://www.precisiontherapeutics.com/
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