Healthcare Acquisition (AMEX:HAQ)
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From May 2019 to May 2024
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.”