KBL Healthcare Acquisition Corp. III Proposed Business Combination with PRWT Services, Inc. Terminated
16 7์ 2009 - 9:59PM
Business Wire
KBL Healthcare Acquisition Corp. III (๏ฟฝKBL๏ฟฝ) (NYSE AMEX: KHA,
KHA.U, KHA.WS), a specified purpose acquisition company (SPAC),
today announced the termination of the proposed business
combination with PRWT Services, Inc. (๏ฟฝPRWT๏ฟฝ) because certain
conditions necessary to consummate the transaction would not be met
and were not going to be waived by the parties. Accordingly, the
KBL stockholders meeting scheduled for July 16, 2009 and postponed
to July 17, 2009 to consider the Merger has been cancelled.
As a result of the merger not being consummated, KBL will be
liquidated. Pursuant to the Delaware General Corporation Law, KBL
will pay or make reasonable provision for all existing claims and
obligations, including all contingent, conditional, or unmatured
contractual claims known to KBL, and will provide compensation for
any claims that have not been made known to KBL or that have not
arisen but that, based on facts known to KBL at this time, are
likely to arise or to become known to KBL within 10 years after
such date. KBL cannot make any assurance as to when such plan will
be completed and when liquidation distributions will be made.
Without taking into account any potential claims, it is anticipated
that the per-share liquidation price will be approximately
$7.8466.
In accordance with KBL๏ฟฝs amended and restated certificate of
incorporation and the terms of its initial public offering, no
payments will be made in respect of KBL๏ฟฝs outstanding warrants
(which will expire worthless on July 19, 2009) or to any of KBL๏ฟฝs
initial stockholders with respect to the shares owned by them prior
to the initial public offering. In addition, the underwriters of
KBL๏ฟฝs initial public offering will forfeit any rights or claims to
their deferred underwriting discounts and commissions held in the
trust account.
As a result of the termination, the NYSE Amex is expected to
suspend the trading of KBL๏ฟฝs units, common stock and warrants.
Any further questions regarding KBL๏ฟฝs liquidation should be
directed to Shareholder Services at Continental Stock Transfer
& Trust Company at (212) 509-4000.
Forward Looking Statements
This press release includes forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties.
Forward looking statements are statements that are not historical
facts. Such forward-looking statements, based upon the current
beliefs and expectations of KBL๏ฟฝs management, are subject to risks
and uncertainties, which could cause actual results to differ from
the forward looking statements.
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