CityTalk and Semotus Solutions Sign Definitive Merger Agreement
16 11์ 2006 - 9:30PM
Business Wire
CityTalk, Inc. (๏ฟฝCTI๏ฟฝ), an emerging player in the fast-growing
cellular market, announced today that it has entered into a
definitive merger agreement with Semotus Solutions, Inc.
(AMEX:DLK), a software solutions company for enterprise mobility.
Privately held CTI was founded by Richard Sullivan, former Chairman
and CEO of Applied Digital Solutions (NASDAQ:ADSX) and Digital
Angel Corporation (AMEX:DOC), and Steve Keaveney, an experienced
telecommunications entrepreneur. Semotus Solutions provides
software for the enterprise, wirelessly connecting people to
critical business systems, information and processes. Semotus has a
Fortune 1000 customer base and over a decade of experience in
serving the enterprise market with wireless software and service
solutions. Semotus will continue as a division of the combined
company and both companies are expected to benefit from joining
forces and exploiting the synergies that will result from this
merger. Commenting on the proposed merger, Anthony LaPine, CEO of
Semotus, stated: ๏ฟฝOur extensive experience in the wireless
marketplace has helped us identify and evaluate the exciting CTI
growth opportunity. We have carefully examined CTI's strategy to
acquire tower infrastructure and cellular operations in key markets
in the continental U.S. and we've concluded that CTI's proven
management team is poised to take advantage of the growth potential
in the wireless space. We are very excited about the possibilities
that CTI presents for Semotus and believe that this is a promising
opportunity to create long term value for our shareholders. I am
also pleased that Mr. Sullivan has made a personal investment of
$225,000 in Semotus in the form of a convertible note.๏ฟฝ Richard
Sullivan, CityTalk Chairman and CEO, added: ๏ฟฝThe experience of the
CTI team in executing acquisitions, growing operations, building
networks and accessing the capital markets should coalesce to
provide exciting growth opportunities for both Semotus and CTI
shareholders. Key acquisitions are an important part of our
strategy. In fact, we have an agreement in place that will close at
or before the time of the Semotus acquisition to acquire mobile
wireless operations and tower assets serving markets in the West,
Mid-South and Southeast. So we'll be able to hit the ground running
by immediately rolling out networks and services to customers.๏ฟฝ
Continuing, Richard Sullivan noted: ๏ฟฝCTI's goal is to remove the
price and complexity barriers that prevent potential customers from
using wireless service. We believe that large segments of the U.S.
population currently do not use wireless service because they find
existing service plans too confusing or fear they cannot control
the cost of service. Those with poor credit tend to use traditional
prepaid services with per minute costs that are four-to-ten times
higher than CTI's services.๏ฟฝ As Chairman and CEO of Applied Digital
Solutions, Sullivan executed a technology rollup involving 42
acquisitions, increasing the company's share price from $2.50 to a
peak of $18 per share. During Sullivan's decade-long tenure as
Chairman and CEO, Applied Digital was one of the highest volume
traded stocks on NASDAQ. Sullivan launched and oversaw the
strategic development of VeriChip, the world's first human
implantable RFID (Radio Frequency Identification) microchip with a
wide range of medical information, security, and financial
verification applications. Sullivan also served as Chairman and CEO
of Digital Angel Corporation (AMEX:DOC). In 1970, he was a founding
member of the management team of Manufacturing Data Systems, Inc.,
which listed at $7.50 per share and was sold to Schlumberger N.V.
in 1980 at $65 per share. Pending regulatory review and approval,
the merger is expected to be submitted to both companies'
shareholders for approval before the end of the year and is
expected to close in early 2007.The merger requires shareholder
approval of both companies as well as other customary closing
conditions. This merger is also contingent upon CTI raising at
least $60,000,000 concurrent with the close. Although the merger
and related financing will necessitate the issuance of a
substantial amount of Semotus restricted common stock, Semotus
shareholders will own approximately 10% of the combined company at
the close of the transaction. It is currently expected that the
combined company will have meaningful revenues and will be
profitable. Richard Sullivan concluded by stating: ๏ฟฝCTI is eager to
leverage the strong Semotus software technology platform and Mr.
LaPine๏ฟฝs executive talents. I have asked Tony to serve as Vice
Chairman of the combined company and have secured a commitment from
him to remain for at least three years to help execute the
ambitious plans I have for the future. I look forward to working
closely with Tony and leveraging his 40 years of experience in
technology and management to achieve my vision for the future.๏ฟฝ
About Semotus Solutions, Inc. Founded in 1993, Semotus Solutions
(AMEX:DLK) is a provider of software for the mobile enterprise,
connecting people to critical business systems, information and
processes. Semotus has a Fortune 1000 customer base including
Lockheed Martin, Blue Cross Blue Shield, Coca-Cola, Hewlett
Packard, Nextel Communications, JP Morgan Chase and The United
Nations. Semotus Solutions' software provides mobility,
convenience, efficiency and profitability in the areas of workforce
automation, finance, health care and m-commerce. For more
information, please visit the following web sites:
http://www.semotus.com; http://www.hiplinkwireless.com;
http://www.clickmarks.com; http://www.xb.com. About CityTalk, Inc.
CityTalk (๏ฟฝCTI๏ฟฝ) is a merger vehicle founded by Richard Sullivan,
former CEO and Chairman of Applied Digital Solutions and Digital
Angel Corporation and telecom business entrepreneur Steve Keaveney
to acquire tower infrastructure and flat rate cellular operations
in key markets in the continental United States. CTI is in advanced
negotiations for the acquisition of a significant tower asset,
spectrum and cellular portfolio. This press release contains
forward-looking statements, which are made pursuant to the
Safe-Harbor provisions of the Private Securities Litigation Reform
Act of 1995. Words such as ``intends,'' ``believes,'' and similar
expressions reflecting something other than historical fact are
intended to identify forward-looking statements, but are not the
exclusive means of identifying such statements. These
forward-looking statements involve a number of risks and
uncertainties, including the timely development and market
acceptance of products and technologies, the ability to secure
additional sources of finance, the ability to reduce operating
expenses, and other factors described in the Company's filings with
the Securities and Exchange Commission. The actual results that the
Company achieves may differ materially from any forward-looking
statement due to such risks and uncertainties. The Company
undertakes no obligation to revise or update any forward-looking
statements in order to reflect events or circumstances that may
arise after the date of this release. CityTalk, Inc. ("CTI"), an
emerging player in the fast-growing cellular market, announced
today that it has entered into a definitive merger agreement with
Semotus Solutions, Inc. (AMEX:DLK), a software solutions company
for enterprise mobility. Privately held CTI was founded by Richard
Sullivan, former Chairman and CEO of Applied Digital Solutions
(NASDAQ:ADSX) and Digital Angel Corporation (AMEX:DOC), and Steve
Keaveney, an experienced telecommunications entrepreneur. Semotus
Solutions provides software for the enterprise, wirelessly
connecting people to critical business systems, information and
processes. Semotus has a Fortune 1000 customer base and over a
decade of experience in serving the enterprise market with wireless
software and service solutions. Semotus will continue as a division
of the combined company and both companies are expected to benefit
from joining forces and exploiting the synergies that will result
from this merger. Commenting on the proposed merger, Anthony
LaPine, CEO of Semotus, stated: "Our extensive experience in the
wireless marketplace has helped us identify and evaluate the
exciting CTI growth opportunity. We have carefully examined CTI's
strategy to acquire tower infrastructure and cellular operations in
key markets in the continental U.S. and we've concluded that CTI's
proven management team is poised to take advantage of the growth
potential in the wireless space. We are very excited about the
possibilities that CTI presents for Semotus and believe that this
is a promising opportunity to create long term value for our
shareholders. I am also pleased that Mr. Sullivan has made a
personal investment of $225,000 in Semotus in the form of a
convertible note." Richard Sullivan, CityTalk Chairman and CEO,
added: "The experience of the CTI team in executing acquisitions,
growing operations, building networks and accessing the capital
markets should coalesce to provide exciting growth opportunities
for both Semotus and CTI shareholders. Key acquisitions are an
important part of our strategy. In fact, we have an agreement in
place that will close at or before the time of the Semotus
acquisition to acquire mobile wireless operations and tower assets
serving markets in the West, Mid-South and Southeast. So we'll be
able to hit the ground running by immediately rolling out networks
and services to customers." Continuing, Richard Sullivan noted:
"CTI's goal is to remove the price and complexity barriers that
prevent potential customers from using wireless service. We believe
that large segments of the U.S. population currently do not use
wireless service because they find existing service plans too
confusing or fear they cannot control the cost of service. Those
with poor credit tend to use traditional prepaid services with per
minute costs that are four-to-ten times higher than CTI's
services." As Chairman and CEO of Applied Digital Solutions,
Sullivan executed a technology rollup involving 42 acquisitions,
increasing the company's share price from $2.50 to a peak of $18
per share. During Sullivan's decade-long tenure as Chairman and
CEO, Applied Digital was one of the highest volume traded stocks on
NASDAQ. Sullivan launched and oversaw the strategic development of
VeriChip, the world's first human implantable RFID (Radio Frequency
Identification) microchip with a wide range of medical information,
security, and financial verification applications. Sullivan also
served as Chairman and CEO of Digital Angel Corporation (AMEX:DOC).
In 1970, he was a founding member of the management team of
Manufacturing Data Systems, Inc., which listed at $7.50 per share
and was sold to Schlumberger N.V. in 1980 at $65 per share. Pending
regulatory review and approval, the merger is expected to be
submitted to both companies' shareholders for approval before the
end of the year and is expected to close in early 2007.The merger
requires shareholder approval of both companies as well as other
customary closing conditions. This merger is also contingent upon
CTI raising at least $60,000,000 concurrent with the close.
Although the merger and related financing will necessitate the
issuance of a substantial amount of Semotus restricted common
stock, Semotus shareholders will own approximately 10% of the
combined company at the close of the transaction. It is currently
expected that the combined company will have meaningful revenues
and will be profitable. Richard Sullivan concluded by stating: "CTI
is eager to leverage the strong Semotus software technology
platform and Mr. LaPine's executive talents. I have asked Tony to
serve as Vice Chairman of the combined company and have secured a
commitment from him to remain for at least three years to help
execute the ambitious plans I have for the future. I look forward
to working closely with Tony and leveraging his 40 years of
experience in technology and management to achieve my vision for
the future." About Semotus Solutions, Inc. Founded in 1993, Semotus
Solutions (AMEX:DLK) is a provider of software for the mobile
enterprise, connecting people to critical business systems,
information and processes. Semotus has a Fortune 1000 customer base
including Lockheed Martin, Blue Cross Blue Shield, Coca-Cola,
Hewlett Packard, Nextel Communications, JP Morgan Chase and The
United Nations. Semotus Solutions' software provides mobility,
convenience, efficiency and profitability in the areas of workforce
automation, finance, health care and m-commerce. For more
information, please visit the following web sites:
http://www.semotus.com; http://www.hiplinkwireless.com;
http://www.clickmarks.com; http://www.xb.com. About CityTalk, Inc.
CityTalk ("CTI") is a merger vehicle founded by Richard Sullivan,
former CEO and Chairman of Applied Digital Solutions and Digital
Angel Corporation and telecom business entrepreneur Steve Keaveney
to acquire tower infrastructure and flat rate cellular operations
in key markets in the continental United States. CTI is in advanced
negotiations for the acquisition of a significant tower asset,
spectrum and cellular portfolio. This press release contains
forward-looking statements, which are made pursuant to the
Safe-Harbor provisions of the Private Securities Litigation Reform
Act of 1995. Words such as ``intends,'' ``believes,'' and similar
expressions reflecting something other than historical fact are
intended to identify forward-looking statements, but are not the
exclusive means of identifying such statements. These
forward-looking statements involve a number of risks and
uncertainties, including the timely development and market
acceptance of products and technologies, the ability to secure
additional sources of finance, the ability to reduce operating
expenses, and other factors described in the Company's filings with
the Securities and Exchange Commission. The actual results that the
Company achieves may differ materially from any forward-looking
statement due to such risks and uncertainties. The Company
undertakes no obligation to revise or update any forward-looking
statements in order to reflect events or circumstances that may
arise after the date of this release.
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