Echo Healthcare Announces Filing of Registration Statement on Form S-4 VIENNA, Va., July 27 /PRNewswire-FirstCall/ -- Echo HealthcareAcquisition Corp. ("Echo" or the "Company") (OTC Bulletin Board: EHHA), ablank check company, announced today that it has filed a registrationstatement on Form S-4 with the Securities and Exchange Commission, whichcontains a preliminary proxy statement/prospectus in connection with Echo'sproposed acquisition of XLNT Veterinary Care, Inc., a provider ofveterinary primary care and specialized services to companion animalsthrough a network of fully-owned veterinary hospitals. Echo previouslyannounced that it had entered into a definitive agreement to acquire theprivately-held XLNT. The proxy statement/prospectus, which is subject to review by the staffof the Securities and Exchange Commission, will be mailed to stockholdersof both companies when it is in final form. Stockholders of Echo will beasked to approve the proposed merger at a stockholders meeting on a date tobe determined when the proxy statement/prospectus is finalized. The companyhopes to close the transaction either in the fourth quarter of 2007 orearly in the first quarter of 2008, subject to satisfaction of applicableregulatory requirements, stockholder approval and satisfaction of theclosing conditions described in the registration statement. "Today's SEC filing represents a significant step forward in ourprocess to acquire XLNT," said Gene Burleson, Chairman and CEO of Echo."Since we announced the transaction on September 11, 2006, XLNT has beenfocused on preparing the voluminous individual hospital audited financialstatements that were required to be included in today's filing. As wecomplete the process of SEC review, we anticipate that, under theleadership of the recently hired President and COO, XLNT will now focus ondeveloping its operational infrastructure and integrating the varioushospitals that were acquired in 2006 and the first quarter of 2007 so thatupon completion of the merger we can continue XLNT's growth strategy," Mr.Burleson added. About Echo Healthcare Acquisition Corp. Echo Healthcare Acquisition Corp. is a blank check company that wasformed on June 10, 2005 to serve as a vehicle for the acquisition of one ormore domestic or international operating businesses in the healthcareindustry. On March 22, 2006, Echo consummated its initial public offering("IPO") of 6,250,000 Units. On March 27, 2006, the Company consummated theclosing of 937,500 additional Units subject to the underwriters'over-allotment option. The 7,187,500 Units sold in the IPO (including the937,500 Units subject to the underwriters' over-allotment option) were soldat an offering price of $8.00 per Unit, which together with the privateplacement of the 458,333 warrants to certain stockholders and directors ofthe Company at an offering price of $1.20 per share, generated total grossproceeds of $58,050,000. Of this amount, $54,947,000 was placed in trust.Echo common stock trades on the OTC Bulletin Board under the symbolEHHA.OB. To learn more about Echo, visit the website athttp://www.echohealthcare.com. About XLNT Veterinary Care, Inc. XLNT Veterinary Care, Inc. is a provider of veterinary primary care andspecialized services to companion animals through a network of fully-ownedveterinary hospitals. XLNT currently owns and operates 26 veterinaryhospitals in the state of California. Additional Information about the Merger and Where to Find It Echo has filed a Registration Statement on Form S-4 with the Securitiesand Exchange Commission ("SEC") in connection with the merger, and expectsto mail a Proxy Statement/Prospectus to stockholders of Echo concerning theproposed merger transaction after the Registration Statement is declaredeffective by the SEC. INVESTORS AND SECURITY HOLDERS OF ECHO ARE URGED TOREAD THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND THEOTHER RELEVANT MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEYWILL CONTAIN IMPORTANT INFORMATION ABOUT ECHO, XLNT, THE MERGER AND RELATEDMATTERS. Investors and security holders will be able to obtain thedocuments free of charge at the SEC's web site at http://www.sec.gov. Inaddition, investors and security holders may obtain free copies of thedocuments filed with the SEC by Echo by directing a written request to:Corporate Secretary, Echo Healthcare Acquisition Corp., 8000 TowersCrescent Drive, Suite 1300, Vienna, VA 22182. Investors and securityholders are urged to read the proxy statement/prospectus and the otherrelevant materials when they become available before making any voting orinvestment decision with respect to the merger. In addition to the Registration Statement and ProxyStatement/Prospectus, Echo files annual, quarterly and special reports,proxy statements and other information with the SEC. You may read and copyany reports, statements or other information filed by Echo at the SECpublic reference room at 100 F Street, N.E., Washington, D.C. 20549. Pleasecall the SEC at 1-800-SEC-0330 for further information on the publicreference room. Echo's filings with the SEC are also available to thepublic from commercial document-retrieval services and at the SEC's website at http://www.sec.gov. A registration statement relating to the securities to be offered inthe merger has been filed with the SEC but has not yet become effective.These securities may not be sold nor may offers to buy be accepted prior tothe time the registration statement becomes effective. This press releaseshall not constitute an offer to sell or the solicitation of an offer tobuy nor shall there be any sale of these securities in any state in whichsuch offer, solicitation or sale would be unlawful prior to registration orqualification under the securities laws of any such state. Interests of Certain Persons in the Merger Echo will be soliciting proxies from the stockholders of Echo inconnection with the merger and issuance of shares of Echo common stock inthe merger. In addition, Morgan Joseph & Co. Inc. ("Morgan Joseph"), RothCapital Partners, LLC ("Roth"), the directors and executive officers ofEcho and the directors, officers and affiliates of XLNT may also be deemedto be participants in the solicitation of proxies. Information about thedirectors and executive officers of Echo, Morgan Joseph and Roth is setforth in the prospectus filed on March 17, 2006. Information about thedirectors and executive officers of XLNT as well as updated informationabout Morgan Joseph, Roth and the directors and officers of Echo will beincluded in the Proxy Statement/Prospectus. Morgan Joseph, Roth, thedirectors and executive officers of Echo and XLNT have interests in themerger, some of which may differ from, or may be in addition to those ofthe respective stockholders of Echo generally. Those interests will bedescribed in greater detail in the Proxy Statement/Prospectus with respectto the merger, which may include potential fees to Morgan Joseph and Roth,employment relationships, potential membership on the Echo Board ofDirectors, option and stock holdings and indemnification. Safe Harbor Statement Except for the historical information contained herein, certain mattersdiscussed in the accompanying interview transcript, including statements asto the expected benefits of the combination of the two companies, futureproduct and service offerings, expected synergies, and timing of closing,are forward-looking statements within the meaning of the "safe harbor"provisions of the Private Securities Litigation Reform Act of 1995. Theseforward-looking statements are subject to risks and uncertainties that maycause actual results to differ materially, including, but not limited to,the satisfaction of certain conditions to closing of the proposed merger,including the risk that stockholder approval might not be obtained in atimely manner or at all, the ability to successfully integrate the twocompanies and achieve expected synergies following the merger, the abilityof the combined company to successfully acquire, integrate and operateveterinary hospitals and clinics, requirements or changes affecting thebusinesses in which XLNT is engaged, veterinary services trends, includingfactors affecting supply and demand, dependence on acquisitions for growth,labor and personnel relations, changing interpretations of generallyaccepted accounting principles and other risks detailed from time to timein the SEC reports of Echo, including its Form 10-K and 10-Q filings, andits prospectus filed with the SEC on March 17, 2006. These forward-lookingstatements speak only as of the date hereof. Echo disclaims any intentionor obligation to update or revise any forward-looking statements. Filed by Echo Healthcare Acquisition Corp. (Commission File No. 000-51596) Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: XLNT Veterinary Care, Inc. For Further Information: AT ECHO HEALTHCARE: AT FINANCIAL RELATIONS BOARD: Joel Kanter Erin Cox President and Secretary General Information Echo Healthcare Acquisition Corp. (213) 486-6549 (703) 760-7888 ecox@frbir.com
