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| Company Contact: |
Investor Contacts: |
| At Echo Healthcare |
AT FINANCIAL RELATIONS BOARD: |
| Joel Kanter |
Kathy Price, SVP |
| President and Secretary |
(213) 486-6547 |
|
(703) 760-7888 |
kprice@frbir.com |
ECHO HEALTHCARE ANNOUNCES INDICATIONS OF INTEREST FROM CERTAIN
INVESTORS TO PURCHASE SHARES OF ECHO COMMON STOCK
VIENNA, Virginia—January 3, 2008—Echo Healthcare Acquisition
Corp. (“Echo” or the “Company”) (OTCBB: EHHA), a blank check
company, announced today that certain investors have indicated
an interest in purchasing outstanding shares of Echo common
stock and using their reasonable efforts to assist brokers in
causing such shares to be voted in favor of Echo’s proposed
merger with XLNT Veterinary Care, Inc. (“XLNT”) at Echo’s
upcoming Special Meeting of Stockholders to be held on January
4, 2008.
These investors have indicated that these purchases would be
conditioned on receiving additional shares of Echo common stock
or options to purchase additional shares of Echo common stock
from Echo founders and shares of XLNT common stock from XLNT
which will be exchanged for additional shares of Echo common
stock upon the merger. The Echo founders have proposed to
deliver to such investors an aggregate of up to approximately
750,000 shares of Echo common stock or options to purchase
shares of Echo common stock and XLNT has proposed to issue to
such investors up to approximately 400,000 shares of XLNT common
stock.
Upon completion of the merger, the shares of XLNT common stock
proposed to be issued to the investors would be exchanged for
approximately 312,000 shares of Echo common stock (assuming an
exchange ratio in the merger of 0.7808, which is subject to
change). As described in the Echo proxy statement/prospectus
filed by the Company with the Securities and Exchange
Commission, the merger proposal requires that holders of less
than 1,437,500 shares of Echo’s common stock vote against the
merger and demand conversion of their shares. As of January 2,
2008, Echo believes that holders of approximately 4,300,000
shares of Echo’s common stock have either delivered proxy cards
indicating a vote against the merger proposal or have advised
Echo and its advisors that they intend to vote against the
merger proposal. Accordingly, the proposed share deliveries and
option grants by Echo founders and XLNT described above are each
conditioned on the investors agreeing to purchase and use their
reasonable efforts to assist brokers in causing an aggregate of
approximately 3,000,000 shares to be voted in favor of the
merger proposal and the other items of business to be considered
at Echo’s upcoming Special Meeting of Stockholders to be held on
January 4, 2008.
Echo expects that any purchases by these investors would be
effected in privately negotiated transactions with Echo
stockholders who were stockholders of Echo as of the November 7,
2007 record date and who have voted against the merger proposal
and submitted their shares for conversion into a pro rata share
of the trust fund established in connection with Echo’s initial
public offering. These shares would be purchased at prices to be
negotiated between the sellers and the investors, although it is
expected that the per share price would be equal to the per
share amount held in trust for payment to the holders of Echo
common stock who vote against the merger and request conversion
of their shares. The amount in the trust is currently estimated
at $8.10 per share (net of taxes).
Each option would be purchased for an aggregate purchase price
of $100 and the exercise price would be $0.0001 per share. These
options would not be exercisable until the underlying shares are
released from the escrow established at the time of the
Company’s IPO and applicable lock-up agreements have expired. No
option would be exercisable unless the merger is consummated.
The options would have a term of one year from the date on which
they become exercisable. Finally, with respect to shares issued
upon the exercise of the options, the investors also would be
entitled to certain demand and piggyback registration rights
that were granted to the Echo founders in respect of their
pre-IPO shares. Certain of the Echo founders have also proposed
to provide limited make-whole protection as well as personal
guaranties in the event the value of the shares acquired by the
investor fall below a negotiated level based on the investor’s
average per share basis as well as expense reimbursement in the
form of a put option covering up to 100,000 shares of Echo
common stock at a price of approximately $7.50 per share
(subject to adjustment).
As previously announced, the Echo special meeting of
stockholders will reconvene at 10:00 a.m. New York time on
Friday, January 4, 2008 at the offices of McDermott Will &
Emery, 340 Madison Avenue, New York, New York 10017.
Echo encourages all of its stockholders to vote their shares at
the special meeting in favor of the merger proposal and the
other items of business to be considered at the meeting.
About Echo Healthcare Acquisition Corp.
Echo Healthcare Acquisition Corp. is a blank check company that
was formed on June 10, 2005 to serve as a vehicle for the
acquisition of one or more domestic or international operating
businesses in the healthcare industry. On March 22, 2006, Echo
consummated its initial public offering (“IPO”) of 6,250,000
Units. On March 27, 2006, Echo consummated the closing of
937,500 additional Units subject to the underwriters'
over-allotment option. The 7,187,500 Units sold in the IPO
(including the 937,500 Units subject to the underwriters'
over-allotment option) were sold at an offering price of $8.00
per Unit, which together with the private placement of the
458,333 warrants to certain stockholders and directors of Echo
at an offering price of $1.20 per share, generated total gross
proceeds of $58,050,000. Of this amount, $54,947,000 was placed
in trust. Echo common stock trades on the OTC Bulletin Board
under the symbol EHHA.OB. To learn more about Echo, visit the
website at www.echohealthcare.com.
About XLNT Veterinary Care, Inc.
XLNT Veterinary Care, Inc. is a provider of veterinary primary
care and specialized services to companion animals through a
network of fully-owned veterinary hospitals. XLNT currently owns
and operates 26 veterinary hospitals in the state of California,
with approximately 800 employees.
Additional Information about the Merger and Where to Find It
Echo has filed a Registration Statement on Form S-4 with the
Securities and Exchange Commission (“SEC”) in connection with
the merger, and has mailed a Proxy Statement/Prospectus
concerning the proposed merger transaction to stockholders of
record as of November 7, 2007. INVESTORS AND SECURITY HOLDERS OF
ECHO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY
BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT ECHO, XLNT, THE
MERGER AND RELATED MATTERS. Investors and security holders may
obtain the documents free of charge at the SEC’s web site at
www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by Echo
by directing a written request to: Corporate Secretary, Echo
Healthcare Acquisition Corp., 8000 Towers Crescent Drive, Suite
1300, Vienna, VA 22182, or by visiting Echo’s web site at
www.echohealthcare.com. Investors and security holders are urged
to read the proxy statement/ prospectus and the other relevant
materials when they become available before making any voting or
investment decision with respect to the merger.
In addition to the Registration Statement, Proxy
Statement/Prospectus and supplements to that Proxy
Statement/Prospectus, Echo files annual, quarterly and special
reports, proxy statements and other information with the SEC.
You may read and copy any reports, statements or other
information filed by Echo at the SEC public reference room at
100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the public
reference room. Echo’s filings with the SEC are also available
to the public from commercial document retrieval services and at
the SEC’s web site at www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Echo will be soliciting proxies from the stockholders of Echo in
connection with the merger and issuance of shares of Echo common
stock in the merger. Information about the participants in the
solicitation and their interests in the merger is included in
the Proxy Statement/Prospectus.
Safe Harbor Statement
Certain matters discussed herein, including statements as to
purchases of Echo common stock by certain institutional
investors, are forward-looking statements. These forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially, including, but not limited
to, the ability of such investors to complete acquisitions of
Echo’s common stock, the ability of such investors to vote the
shares of Echo common stock so acquired in favor of the merger
with XLNT, the satisfaction of certain conditions to closing of
the proposed merger, including the risk that stockholder
approval might not be obtained in a timely manner or at all, the
ability to successfully integrate the two companies and achieve
expected synergies following the merger, the ability of the
combined company to successfully acquire, integrate and operate
veterinary hospitals and clinics, requirements or changes
affecting the businesses in which XLNT is engaged, veterinary
services trends, including factors affecting supply and demand,
dependence on acquisitions for growth, labor and personnel
relations, changing interpretations of generally accepted
accounting principles and other risks detailed from time to time
in the SEC reports of Echo, including its Form 10-K and 10-Q
filings, and the Form S-4 Registration Statement. These
forward-looking statements speak only as of the date hereof.
Echo disclaims any intention or obligation to update or revise
any forward-looking statements.
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