Oracle Healthcare
Acquisition Corp. (OTC 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.
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.
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.
Source: Oracle Healthcare Acquisition Corp.