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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 COMPLETES MERGER WITH XLNT VETERINARY CARE
- Echo Healthcare Acquisition Corp. Changes Name to Pet DRx
Corporation -
VIENNA, Virginia – January 7, 2008 – Echo Healthcare Acquisition
Corp. (“Echo” or the “Company”) (OTCBB: EHHA; EHHAW; EHHAU), a
blank check company, today announced that its stockholders
approved Echo’s merger transaction with XLNT Veterinary Care,
Inc. (“XLNT”), a provider of primary and specialty veterinary
care services to companion animals with 26 fully-owned animal
hospitals, on January 4, 2008. The closing of the merger took
place promptly thereafter. In connection with the merger, Echo
changed its name to Pet DRx Corporation. Holders of
approximately 78% of Echo’s outstanding common stock voted in
favor of the transaction.
With the merger now completed, Echo is no longer a blank check
company. The Company’s outstanding common stock, warrants and
units will continue to be quoted on the OTC Bulletin Board under
the symbols “EHHA”, “EHHAW” and “EHHAU,” respectively.
The final exchange ratio (the ratio by which the shares of XLNT
common stock will be exchanged for shares of Echo common stock),
will be determined when certain financial calculations required
by the merger agreement have been completed. The Company expects
to announce the final exchange ratio later this week.
“We are pleased to have received investor approval and to have
completed this merger,” stated Gene Burleson, Echo Chairman and
CEO, who will continue as chairman of Pet DRx Corporation. “XLNT
offers a first-rate platform on which to build a leading,
national veterinary care practice. On behalf of both management
teams, I want to thank our stockholders, customers and dedicated
employees for their support throughout this process.”
Zubeen Shroff, a managing director of Galen Partners, a
principal investor in XLNT, who will serve as vice chairman of
Pet DRx, continued, “The management team is now well positioned
to continue executing on its business plan and working to build
a premier national veterinary care practice. We at Galen look
forward to Pet DRx’s continued growth and success in this
market.”
In addition to approving the merger, Echo stockholders also
approved the following related proposals: (i) an amendment to
the Company’s certificate of incorporation to increase the
number of authorized shares of common stock from 25,000,000
shares to 90,000,000 shares and the authorized shares of
preferred stock from 1,000,000 to 10,000,000 shares; (ii) the
2007 Pet DRx Corporation Stock Incentive Plan; and (iii) the
payment, out of proceeds currently held in trust, of the
consulting fees incurred by Windy City, Inc. for the benefit of
Echo relating to the engagement of Strategic Alliance Network.
A total of 1,361,573 shares issued in Echo’s initial public
offering were cast in opposition to the transaction and elected
to be converted into a pro rata portion of the proceeds from the
initial public offering held in trust, representing less than
19% of the shares issued in the initial public offering. Cash in
the amount of approximately $11 million (representing $8.10 per
share) will be paid to these stockholders.
About Pet DRx Corporation
Pet DRx, a provider of veterinary primary care and specialized
services to companion animals through a network of fully-owned
veterinary hospitals, was formed through the merger of Echo
Healthcare Acquisition Corp., a blank check company, and XLNT
Veterinary Care, Inc. Pet DRx currently owns and operates 26
veterinary hospitals in the state of California, with
approximately 800 employees.
Safe Harbor Statement
Certain matters discussed in this press release, including
statements as to the expected benefits of the combination of the
two companies, future product and service offerings and expected
synergies, 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 to successfully integrate the two companies and
achieve expected synergies following the merger, the ability of
the Company to successfully acquire, integrate and operate
veterinary hospitals and clinics, requirements or changes
affecting the businesses in which the Company 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 Company’s SEC reports, including its Form
10-K and 10-Q filings and Form S-4 Registration Statement. These
forward-looking statements speak only as of the date hereof. The
Company disclaims any intention or obligation to update or
revise any forward-looking statements.
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