9/19/2007 6:21:16 AM
NEW YORK--(BUSINESS WIRE)--HAPC, Inc. (OTCBB: HAPN, HAPNW, HAPNU) announced that it and I-Flow Corporation (NASDAQ: IFLO) have signed a definitive amendment to the stock purchase agreement dated September 29, 2006 that confirms the terms of the memorandum of intent announced on September 12, 2007. HAPC will acquire all the outstanding shares of InfuSystem from I-Flow for $100 million, plus additional contingent consideration, based on HAPC achieving certain milestones. The contingent consideration will be based on the compound annual growth rate (CAGR) of HAPC’s consolidated revenue over the three year period ending December 31, 2010 and would be paid in 2011. The maximum potential amount of the contingent consideration is $12 million and would be due if HAPC achieved revenue CAGR of 50% over the three year period. The definitive amendment reducing the purchase price from $140 million follows a comprehensive re-evaluation of the acquisition due to prevailing conditions within the financial markets. HAPC will pay the aggregate consideration through a combination of up to $85 million in cash and a promissory note for the balance. HAPC has filed with the Securities and Exchange Commission and provided to shareholders a supplement to its definitive proxy statement.
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