October 5,
2006 Investor Presentation Overview of InfuSystem Acquisition HAPC, Inc. Exhibit 99.1 |
2 Disclosure The attached presentation was filed with the Securities and Exchange Commission (SEC) as
part of the Form 8K filed by HAPC, Inc. (HAPC) on October 5, 2006.
HAPC is holding presentations for its stockholders regarding its purchase of InfuSystem,
Inc. (InfuSystem). A copy of the complete presentation is available at the SECs website (http://www.sec.gov). This presentation has been prepared solely by HAPC. Neither
InfuSystem nor its affiliates (including its parent, I-Flow Corporation) have approved or are responsible for the presentation
information. HAPC and its directors, executive officers, affiliates may be deemed to be
participants in the solicitation of proxies for the special meeting of HAPCs
stockholders to be held to approve this transaction. Stockholders of HAPC and other interested persons are advised to read, when available, HAPCs proxy statement in connection
with HAPCs solicitation of proxies for the special meeting to approve the
acquisition because this proxy statement will contain important information. Such
persons can also read HAPCs final prospectus, dated April 11, 2006, as well as periodic reports filed with the SEC, for more information about HAPC, its officers and directors, and their interests in the successful consummation of this business combination. Information about the directors and officers
of InfuSystem as well as updated information about the directors and officers of HAPC
will be included in the definitive proxy statement. The directors and officers of HAPC
have interests in the merger, some of which may differ from, or may be in addition to
those of the respective stockholders of HAPC generally. The definitive proxy statement will be mailed to stockholders as of a record date to be established for the purpose of convening a special meeting to vote on this transaction. Stockholders and other interested persons will also be able to obtain a copy of
the definitive proxy statement, the final prospectus and other periodic reports
filed with the SEC, without charge, by visiting the SECs Internet site at (http://www.sec.gov). |
3 Safe harbor This presentation may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, about HAPC, InfuSystem and their combined
business after completion of the proposed transaction. Forward-looking statements
are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of HAPCs management, are subject to risks and uncertainties, which could cause
actual results to differ from the forwardlooking statements. The following
factors, among others, could cause actual results to differ from those set forth in the
forwardlooking statements: continuous infusion treatment protocol trends, including factors affecting supply and demand; labor and personnel relations; healthcare payor reimbursement risks affecting
HAPCs revenue and profitability; conditions in financial markets that impact
HAPCs ability to obtain capital to finance capital expenditures; changing
interpretations of generally accepted accounting principles; and general economic conditions, as well as other relevant risks detailed in HAPCs filings with the SEC, including the final prospectus relating
to HAPCs IPO dated April 11, 2006. The information set forth herein should be read
in light of such risks. HAPC assumes any obligation to update no obligationinformation contained in this presentation. This presentation contains disclosures of EBITDA for certain periods, which may be deemed to be
nonGAAP financial measures within the meaning of Regulation G promulgated by the
SEC. Management of HAPC believes that EBITDA, or earnings before interest, taxes,
depreciation and amortization are appropriate measures of evaluating operating performance and liquidity, because they reflect the resources available for strategic opportunities including, among others,
investments in the business and strategic acquisitions. The disclosure of EBITDA may not
be comparable to similarly titled measures reported by other companies. EBITDA should be
considered in addition to, and not as a substitute for, or superior to, operating income, cash flows, revenue, or other measures of financial performance prepared in accordance with generally
accepted accounting principles. A reconciliation of EBITDA to net income is
included as Annex 1 to this presentation. |
4 Acquisition details Buyer: HAPC, Inc. (OTCBB: HAPN) Target: InfuSystem, Inc., a leading provider of ambulatory pumps and services to medical oncologists in the United States. Seller: I-Flow Corporation (NASDAQ: IFLO) Consideration: $140 million (subject to certain working capital adjustments as set forth in the Stock Purchase Agreement) Anticipated closing: by the end of 2006 or early 2007 1 The purchase price will be paid by HAPC in cash or a combination of (i) a secured promissory note
(the Promissory Note) payable to I-Flow in a principal amount equal to $55 million plus the amount actually paid to HAPCs stockholders who exercise their conversion
rights but not to exceed $75 million (the Maximum Amount) and (ii) an amount of cash purchase price equal to $65 million plus the difference between the Maximum Amount and the
actual principal amount of the Promissory Note. 1 |
5 Key facts A leading, independent provider of ambulatory infusion pumps and services to oncologists and cancer patients; primarily focused on treatment of colorectal cancers Headquartered in Madison Heights, MI (near Detroit) Approximately 111 employees Strong Financial Performance - $29 million of revenue in 2005 - 47% revenue growth over 2004 - 46% EBITDA margins for the six months ended June 2006 1 See the reconciliation of EBITDA to net income included as Annex 1 1 |
6 As discussed in the following slides Investment highlights Leader in growing market Unique business model Compelling value proposition Competitive advantages Strong relationships with physician offices and payors Opportunity to expand to other cancer treatments Strong growth and profit margins |
7 Leader in growing market 148,610 estimated new cases of colorectal cancer (CRC) in the U.S. in 2006
Continuous infusion regimens are achieving increased acceptance and are becoming a market standard chemotherapy for CRC Introduction of CRC treatment protocols FOLFOX (Sanofi) and FOLFIRI (Pfizer) in 2004 1 American Cancer Society 1 |
8 Representative growth of continuous infusion Source: Arrowhead Publishers, 2006 $- $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 $2,000 2000 2001 2002 2003 2004 2005 Increasing usage of FOLFOX protocol Sales of Eloxatin (Oxaliplatin) utilized in FOLFOX protocol with 5-FU and leucovorin $130 $194 $368 $932 $1,517 $1,750 $ in millions |
9 Compelling value proposition Physicians Patients Payors Professional service fees Better patient outcomes Continues relationship with patient Less administrative demands Lower costs Better patient outcomes Continuity of care Reduces side effects Comfort and convenience Lower cost |
10 Competitive Advantages Regional DME Providers No significant scale Limited pump selection Limited insurance contracts Hospital Other hospitals unlikely to support competing hospitals Limited capital budgets Home care Takes revenue from physician office More costly for patients and payors Less convenient for patients Physician owned DME More time intensive and costly for physicians Biomed On-call InfuSystem is a leading national provider of ambulatory infusion pump services for the oncology specialty Services approximately 60% of oncology physician offices and hospital infusion centers |
11 Strong relationships with physician offices and payors Relationships with approximately 60% of oncology practices - Opportunity to penetrate deeper within practices (more doctors) and expand product offerings Contracts covering approximately 65% of managed care lives - Include Aetna, PacifiCare, Humana and others |
12 Expansion opportunities Continuous infusion therapies may be extended to other cancers - Liver cancer and Hodgkins disease are growing parts of InfuSystems business - Drugs approved for lung, gastric, breast, leukemia, non-Hodgkins lymphoma, and other cancers - Several new drugs in development Potential distribution of other products through established medical oncologist relationships |
13 $- $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 $16.0 2003 2004 2005 June 06 YTD 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% $- $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 2003 2004 2005 June 06 YTD Strong growth and profit $- $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 2003 2004 2005 June 06 YTD 0.0% 2.0% 4.0% 6.0% 8.0% 10.0 12.0 14.0 16.0 18.0 20.0 Revenue EBITDA 1,2 Margin % Margin % US $ in millions 1 Calculation of EBITDA excludes stock-based compensation expense of $1.1 million, $0.3 million and
$0.1 million in 2005, 2004 and 2003, respectively. Calculation of EBITDA also excludes processing costs borne by InfuSystem for certain billing and administrative services provided to I-Flow related to I-Flows pain
management system. Estimates of these costs reflected in InfuSystems expenses were $1.2 million, $0.3 million and $0.2 million for 2005, 2004 and 2003, respectively. See the reconciliation of EBITDA to net income included in Annex 1. $13.0 $19.3 $28.5 $15.7 $3.4 $7.1 $13.6 $7.2 $1.1 $2.9 $5.1 $2.9 26% 37% 48% 46% 9% 15% 18% 18% 2 General and administrative expenses do not include overhead costs associated with administrative
services and corporate oversight that have historically been provided by I-Flow Corporation, Infusystems parent, at no charge to Infusystem. Upon acquisition of Infusytem by HAPC, Inc., these services will no longer be provided by I-Flow Corporation and general and
administrative expenses to the Company may increase accordingly. Net Income² |
14 Annex 1: EBITDA reconciliation General and administrative expenses do not include overhead costs associated with administrative
services and corporate oversight that have historically been provided by I-Flow Corporation, InfuSystems parent, at no charge to InfuSystem. Upon acquisition of InfuSystem by HAPC, Inc., these services will no longer be provided by I-Flow Corporation and general and
administrative expenses to the Company may increase accordingly. $s in
millions 2003 2004 2005 June 06 YTD Net Income 1.1 $ 2.9 $ 5.1 $ 2.9 $ Plus Income Tax Provision 0.7 1.7 2.9 1.6 Plus Interest Expense 0.0 0.0 0.1 0.1 Plus Stock Based Compensation Expense 0.1 0.3 1.1 0.1 Plus ON-Q Processing Costs 0.2 0.3 1.2 0.7 Plus Depreciation and Amortization 1.3 1.8 3.3 1.8 EBITDA 3.4 $ 7.1 $ 13.6 $ 7.2 $ |