KBL Enters Into Common Stock Purchase Agreements

Mon Jul 13, 2009 4:10pm EDT
 
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NEW YORK, July 13, 2009 (GLOBE NEWSWIRE) -- KBL Healthcare Acquisition Corp. III
("KBL") (NYSE AMEX:KHA) (NYSE AMEX:KHA.U) (NYSE AMEX:KHA.WS) announced today
that it has entered into agreements to purchase an aggregate of approximately
5.9 million of the shares of its common stock sold in its initial public
offering ("IPO") in privately negotiated transactions for an aggregate purchase
price of approximately $46.4 million from 14 stockholders who otherwise intended
to vote against the previously announced proposed business combination between
KBL and PRWT Services, Inc. ("PRWT") described in its proxy statement/prospectus
dated June 26, 2009. Pursuant to such agreements, the holders have agreed to
give KBL's management proxies to vote their shares in favor of the merger
proposal, which will revoke prior proxies voted against the proposal. It is
expected that further such agreements will be entered into prior to the special
meeting of stockholders on similar terms. The closing of such purchases will be
effected upon the closing of the business combination and will be paid for with
funds that are presently in KBL's trust account.

KBL also announced that it has entered into an agreement with Victory Park
Capital Advisors, LLC ("Victory Park") pursuant to which funds managed by
Victory Park or other purchasers acceptable to Victory Park and KBL will use
their reasonable best efforts to purchase up to an aggregate of 5.2 million
shares of KBL's common stock from third parties in private transactions.
Pursuant to the agreement, KBL shall pay Victory Park a fee of 1.0% of the value
of all shares purchased by Victory Park from third parties. All shares purchased
as a result of this arrangement will be voted by Victory Park in favor of
proposed business combination between KBL and PRWT.

About KBL

KBL is a blank check company organized under the laws of the State of Delaware
on January 9, 2007. KBL was formed for the purpose of effecting a merger,
capital stock exchange, stock purchase, asset acquisition or other similar
business combination with one or more operating businesses in the healthcare
industry in any geographic location. On July 25, 2007, KBL closed its IPO of
17.25 million units, including the underwriters' full over-allotment option,
generating $138.0 million in gross proceeds. Each unit consisted of one share of
common stock and one warrant to purchase one share of common stock at an
exercise price of $6.00 per share. As of March 31, 2009, KBL held approximately
$135.4 million in a trust account maintained by an independent trustee, which
will be released to KBL upon the consummation of the business combination.
Additional information is available at www.kblhealthcare.com.

The business combination with PRWT is subject to customary closing conditions,
including (a) approval by KBL stockholders, (b) approval by KBL stockholders of
certain amendments to the certificate of incorporation of KBL and (c) fewer than
30% of the shares of KBL Common Stock issued in its IPO voting against the
merger and demanding a cash conversion of their shares in accordance with KBL's
amended and restated certificate of incorporation.

About PRWT

PRWT is a diversified enterprise of pharmaceutical manufacturing and
distribution, facilities management and maintenance, and business process
solutions services. As a nationally recognized minority-owned enterprise, PRWT
is one of the largest minority-owned businesses headquartered in the Greater
Philadelphia Region and has been ranked in the top 100 minority-owned service
industry businesses in the United States by Black Enterprise magazine for the
past nine years. For more information, visit www.prwt.com.

The information on KBL's and PRWT's websites are not, and shall not be deemed to
be, a part of this notice or incorporated in filings either KBL or PRWT makes
with the SEC.

Forward Looking Statements

This press release contains forward-looking statements. Forward-looking
statements include, but are not limited to, statements regarding our or our
management's expectations, hopes, beliefs, intentions or strategies regarding
the future. In addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "possible," "potential," "predict," "should," "would" and similar
expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking
statements may include, for example, statements about our: ability to complete a
combination with one or more target businesses; success in retaining or
recruiting, or changes required in, our officers, key employees or directors
following a business combination; our management team's allocation of their time
to other businesses and potentially having conflicts of interest with our
business or in approving a business combination, as a result of which they would
then receive expense reimbursements; potential inability to obtain additional
financing to complete a business combination; limited pool of prospective target
businesses; potential change in control if we acquire one or more target
businesses for stock; public securities' limited liquidity and trading; failure
to list or delisting of our securities from the NYSE Amex or an inability to
have our securities listed on the NASDAQ Stock Exchange following a business
combination; use of proceeds not in trust or available to us from interest
income on the trust account balance; or our financial performance following this
offering.

The forward-looking statements contained in this release are based on our
current expectations and beliefs concerning future developments and their
potential effects on us. There can be no assurance that future developments
affecting us will be those that we have anticipated. These forward-looking
statements involve a number of risks, including those described in the
definitive proxy statement/prospectus filed by KBL and PRWT with the SEC on June
26, 2009. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws and/or if and when
management knows or has a reasonable basis on which to conclude that previously
disclosed projections are no longer reasonably attainable.

Stockholders of KBL and other interested persons are advised to read the
definitive proxy statement/prospectus, and all future supplements thereto, in
connection with KBL's solicitation of proxies for the special meeting to be held
to approve the business combination with PRWT, because such proxy
statement/prospectus contains important information about PRWT, KBL and the
proposed business combination. Stockholders are also be able to obtain a copy of
the proxy statement/prospectus, without charge, at the SEC's internet site at
http://www.sec.gov or by directing a request to: KBL Healthcare Acquisition
Corp. III, 380 Lexington Avenue, 31st Floor, New York, NY 10168.

KBL and its directors and executive officers, and PRWT and its stockholders,
directors and executive officers, and their respective affiliates, may enter
into additional arrangements to purchase shares of common stock and/or warrants
of KBL in open market or privately negotiated transactions.

KBL and its stockholders, directors and executive officers and PRWT and its
stockholders, directors and executive officers may be deemed to be participants
in the solicitation of proxies for the special meeting of KBL stockholders to be
held to approve the merger.

-0-
CONTACT:  KBL Healthcare Acquisition Corp. III
          Dr. Marlene Krauss, Chief Executive Officer  
            212-319-5555 ext. 3416 
            mkrauss@kblhealthcare.com
          Michael Kaswan, Chief Operating Officer
            212-319-5555 ext. 3412 
            mike@kblhealthcare.com

          The Equity Group Inc.
          Investor Relations:
          Gerrard Lobo, Senior Account Executive
            (212) 836-9610
            globo@equityny.com
          Devin Sullivan, Senior Vice President
            (212) 836-9608
            dsullivan@equityny.com

 

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