Healthcare Acquisition Corp. Announces Filing of Proxy Statement Supplement

  
    
  
  
    
      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.
    
    
      About PharmAthene, Inc.
    
    
      PharmAthene, a privately-held biotechnology company, was formed 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™ (being 
      co-developed with Medarex [NASDAQ:MEDX]) 
      and Protexia®. PharmAthene is located in the 
      Chesapeake Innovation Center in Annapolis, MD, the first technology 
      incubator focused solely on Homeland Security. For more information on 
      PharmAthene, please visit its website at www.PharmAthene.com.
    
    
      About Healthcare Acquisition Corp.
    
    
      Des Moines-based Healthcare Acquisition Corp. a company was formed by 
      healthcare investing pioneer merchant banker John Pappajohn as a 
      business combination company focused on the healthcare industry. The 
      Company raised $75.2 million in gross proceeds through an initial public 
      offering completed in July, 2005, of which $67,928,000 was placed in 
      trust. As of March 31, 2007, the Company held approximately $71.4 
      million in trust. The Company’s shares trade 
      on the American Stock Exchange under the symbol HAQ and its warrants 
      trade on the American Stock Exchange under the symbol HAQ.W.
    
    
      Additional Information
    
    
      HAQ AND ITS DIRECTORS AND EXECUTIVE OFFICERS AS WELL AS PHARMATHENE AND 
      ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN 
      THE SOLICIATION OF PROXIES FOR THE SPECIAL MEETING OF HAQ'S STOCKHOLDERS 
      TO BE HELD TO APPROVE THE PROPOSED MERGER. SECURITYHOLDERS AND OTHER 
      INTERESTED PERSONS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT 
      REGARDING THE PROPOSED MERGER FILED WITH THE SECURITIES AND EXCHANGE 
      COMMISSION ON JULY 13, 2007, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT 
      THE PROPOSED MERGER. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF 
      THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST 
      TO HAQ AT: 2116 FINANCIAL CENTER, 666 WALNUT STREET, DES MOINES, IOWA 
      50309. THE DEFINITIVE PROXY STATEMENT AND THE FINAL PROSPECTUS AND OTHER 
      SEC FILINGS OF HAQ CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE 
      SECURITIES AND EXCHANGE COMMISSION'S INTERNET SITE (http://www.sec.gov).
    
    
      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 
      BUSINESS OF PHARMATHENE AND THE MERGER, ARE SUBJECT TO RISKS AND 
      UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE 
      FORWARD-LOOKING STATEMENTS. RISKS AND UNCERTAINTIES INCLUDE RISKS 
      ASSOCIATED WITH THE RELIABILITY OF THE RESULTS OF THE INITIAL WORK 
      CONDUCTED ON VALORTIM(TM) RELATING TO ANIMAL EFFICACY, HUMAN SAFETY AND 
      LIKELIHOOD OF SUCCESSFUL DEVELOPMENT OF AN EFFICIENT AND SCALABLE 
      MANUFACTURING PROCESS, UNEXPECTED FUNDING DELAYS BY NIAID, UNFORESEEN 
      SAFETY ISSUES RESULTING FROM THE HANDLING OF BACILLUS ANTHRACIS, 
      UNFORESEEN SAFETY ISSUES RESULTING FROM THE ADMINISTRATION OF 
      VALORTIM(TM) (MDX-1303) IN HUMAN SUBJECTS, UNCERTAINTIES RELATED TO 
      PRODUCT MANUFACTURING. THERE CAN BE NO ASSURANCE THAT SUCH DEVELOPMENT 
      EFFORTS WILL SUCCEED OR THAT OTHER DEVELOPED PRODUCTS WILL RECEIVE 
      REQUIRED REGULATORY CLEARANCE OR THAT, EVEN IF SUCH REGULATORY CLEARANCE 
      WERE RECEIVED, SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE COMMERCIAL SUCCESS.