KBL Healthcare Acquisition Corp. II Files Amended Proxy.

Provides Information on Seeking Conversion Rights

NEW YORK -- KBL Healthcare Acquisition Corp. II (OTCBB: KBLH, KBLHU, KBLHW) ("Company") filed an amended preliminary proxy statement on December 12, 2006 relating to its proposed business combination with privately held Summer Infant, Inc. ("Summer Infant"), a designer, marketer and distributor of branded durable health, safety and wellness products for infants and toddlers.

Under the terms of the acquisition agreement between the Company and Summer Infant, the Company will purchase Summer Infant and its three affiliate companies, Summer Infant Europe, Limited, Summer Infant Asia, Ltd. and Faith Realty, LLC, for an initial payment of $20.0 million in cash and 3,916,667 shares of the Company's common stock, subject to certain closing adjustments based on net worth. The Company will also assume or repay Summer Infant's outstanding consolidated debt (approximately $11.1 million as of September 30, 2006) at closing.

The Summer Infant stockholders would also be entitled to receive up to an aggregate of $5.0 million in additional performance payments based on 50% of audited EBITDA in excess of $4.2 million, $10.0 million and $15.0 million for the years ended December 31, 2006, 2007 and 2008 respectively. In addition, they will be entitled to receive an additional 2.5 million shares of the Company's common stock if the closing market price of the Company's common stock exceeds $8.50 for 20 out of 30 trading days at any time prior to April 20, 2009.

The closing of the acquisition is subject to customary closing conditions, including approval of the acquisition agreement by the Company's stockholders. In addition, the closing is conditioned on holders of less than 20% of the shares of the Company's common stock voting against the acquisition and electing to convert their common stock into cash, as permitted by the Company's certificate of incorporation and described in more detail below. All of the stockholders, officers and directors of Summer Infant have agreed not to sell any of the Company's shares they will receive until April 21, 2008, subject to certain exceptions. The Company anticipates that its special meeting of stockholders to vote on such proposed business combination will be held during the first quarter of 2007.

As indicated in the amended preliminary proxy statement, pursuant to the Company's certificate of incorporation, a record holder of shares of the Company's common stock issued in its initial public offering may, if the stockholder affirmatively votes against the business combination, demand that the Company convert such shares into cash. Demand may be made by checking the box on the proxy card provided for that purpose and returning the proxy card in accordance with the instructions provided. Demand may also be made in any other writing that clearly states that conversion is demanded and is delivered to the Company at any time prior to the stockholder meeting. In either case, a holder exercising his conversion rights must tender his stock certificate to the Company's transfer agent prior to the time that a vote is taken with respect to the proposed business combination. This cannot be done if the shares are held in "street name" by a broker or financial institution. Accordingly, for a holder to perfect his demand for conversion, he must have his share position certificated and must deliver such certificates prior to the meeting. Questions concerning the procedure to have shares certificated should be directed to the Company's transfer agent, Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, Attn: Mark Zimkind (212-845-3287).

Stockholders are urged to read the Company's amended preliminary proxy statement and, when available, the Company's definitive proxy statement in connection with the Company's proposed business combination because these proxy statements will contain important information concerning Summer Infant and the Company's proposed business combination. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the business combination. The Company anticipates the record date to be sometime in late December 2006 or early January 2007. Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge, by directing a request to: KBL Healthcare Acquisition Corp. II, 757 Third Avenue, 21st Floor, New York, New York 10017. The amended preliminary proxy statement and, once available, the definitive proxy statement, can also be obtained, without charge, at the Securities and Exchange Commission's internet site (http://www.sec.gov).

The Company and its directors and executive officers, as well as EarlyBirdCapital, Inc., the managing underwriter in the Company's initial public offering, may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed business combination. Information concerning the interests of the Company's participants in the solicitation is set forth in the Company's amended preliminary proxy statement and, when available, will be set forth in the definitive proxy statement that will be mailed to all stockholders of record.

This communication shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. Furthermore, this communication is not a solicitation of proxies from the holders of the Company's common stock. Any solicitation of proxies will be made only by the Company's definitive proxy statement that will be mailed to all stockholders of record when available.

About KBL Healthcare Acquisition Corp. II

The Company is a blank check company organized as a corporation under the laws of the State of Delaware on December 9, 2004. It was formed to effect a business combination with an unidentified operating business. On April 27, 2005, it consummated an initial public offering of its equity securities from which it derived net proceeds of approximately $50,437,000, including proceeds from the exercise of the underwriters' over-allotment option. Approximately $49,169,000 of the net proceeds of the initial public offering was placed in a trust account. Such funds, with the interest earned thereon, will be released to the Company upon consummation of the acquisition, to be used, among other things, to pay the Company's stockholders that vote against the acquisition and elect to exercise their conversion rights.

About Summer Infant, Inc.

Summer Infant designs, markets and distributes branded durable health, safety and wellness products for infants and toddlers. Summer's products are sold primarily to large U.S. retailers, such as Babies R Us, Target, K-Mart, Buy Buy Baby, Meijer, Chelsea & Scott (One Step Ahead), Baby Depot (Burlington Coat Factory) and Wal-Mart. Summer currently has more than sixty proprietary products, including nursery audio/video monitors, safety gates, durable bath products, bed rails, infant thermometers, booster and potty seats, and bouncers. Summer Infant was organized as a corporation under the laws of the State of Rhode Island as JPM Enterprises, Inc. on July 16, 2001 and changed its name to Summer Infant, Inc. on September 1, 2001.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the Company's and Summer Infant's future financial or business performance, strategies and expectations. Forward-looking statements are typically identified by words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "comfortable," "expect," "anticipate," "current," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" and similar expressions.

The Company cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and the Company assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.