Semotus Solutions Reaffirms Commitment to Merge with CityTalk
04 1월 2007 - 10:00PM
Business Wire
Semotus Solutions, Inc. (AMEX:DLK), a software solutions company
for enterprise mobility, today announced that it has signed an
amendment to its definitive agreement, first announced on November
15, 2006, to merge with CityTalk, Inc. ("CTI"). Privately held CTI,
an emerging player in the fast-growing cellular market, was founded
by Richard J. Sullivan, former Chairman and CEO of Applied Digital
Solutions (Nasdaq:ADSX) and Digital Angel Corporation (AMEX:DOC),
and Steve Keaveney, an experienced telecommunications entrepreneur.
The amendment, signed by both companies on January 3, 2007,
reaffirms the commitment of the companies to complete their planned
merger and extends the timeframe for closing the merger from March
1, 2007, to March 31, 2007. The amendment also extends the time
allowed for completing other key contingent events. 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. CityTalk recently entered into a definitive
agreement to purchase selected wireless infrastructure assets of a
U.S. regional flat rate wireless company, which was one of a number
of contingent events that must occur prior to closing the merger.
CityTalk has appointed Stephens, Inc., a full-service investment
banking and brokerage firm headquartered in Little Rock, Arkansas,
to help evaluate future alternatives. The planned merger between
Semotus and CityTalk will result in a change of control at Semotus
and therefore requires Semotus shareholder approval prior to
completion. Details of the acquisition will be made available in a
proxy statement to be mailed to Semotus shareholders when
completed. Audited financial statements for the businesses being
acquired by CityTalk and pro forma financials that combine Semotus�
financials with CityTalk and the regional flat rate wireless
company mentioned above must also be completed as part of the
filing of Semotus� proxy statement with the Securities and Exchange
Commission. Preparation of these statements has been a factor in
delaying the filing of the proxy statement. Semotus intends to file
the proxy statement as soon as possible after the audited financial
statements and the pro forma financial statements are completed.
Semotus agreed that CityTalk will complete its $60 million
financing simultaneous with the merger. CityTalk expects to have
commitments for the financing in place by January 31, 2007. The
January 3rd amendment also provides that the authorized common
shares be increased upon the close of the merger from 750,000,000
to 1,500,000,000 to provide authorized stock that is available to
the Company to pursue acquisitions that have been identified as
part of its growing acquisition pipeline. Commenting on the signed
amendment, Anthony LaPine, Semotus� Chief Executive Officer,
stated, �We are firmly committed to concluding our transaction with
CityTalk. We believe the strategic reasons for the deal are
stronger than ever and we look forward to becoming part of
CityTalk�s formidable team. We appreciate the positive feedback
received by Semotus� stockholders, employees and board of
directors, and will work diligently to conclude this transaction
under the terms reflected in this recent amendment.� Steve
Keaveney, President of CityTalk, stated, �We are very excited about
the future prospects for the merged company. We are working with
deliberate speed to put all of the closing requirements in place
and refining our post-merger business expansion plans. CityTalk�s
acquisition of wireless infrastructure assets and the financing
we�re pursuing will add significantly to the capability and
strength of the combined company and give us an excellent base for
expansion. As reflected in this amendment to the agreement, we are
completely committed to successfully concluding this transaction.�
About CityTalk CityTalk (�CTI�) is a merger vehicle founded by
Richard Sullivan, former CEO and Chairman of Applied Digitial
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 continential
US. CTI is in advanced negotiations for the acquisition of a
significant tower asset, spectrum and cellular portfolio. 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. About
Semotus Solutions 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: www.semotus.com; www.hiplinkwireless.com;
www.clickmarks.com; www.xb.com. 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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