Semotus Solutions, Inc. (AMEX:DLK), an innovative leader of software solutions for enterprise mobility, today announced that it filed its preliminary proxy statement with the Securities and Exchange Commission (the �SEC�) in relation to the proposed merger with CityTalk, Inc. Semotus Solutions is a premier provider of software for the enterprise, wirelessly connecting people to critical business systems, information and processes. Privately held CityTalk (�CTI�) is an emerging player in the fast-growing, flat-rate PCS and telecommunications tower business. The preliminary proxy statement sets out a number of proposals related to the merger with CTI. Semotus will distribute a definitive proxy statement to all stockholders, together with an invitation to attend the Special Meeting of Stockholders at which shareholders will be asked to vote, in person or by proxy, on a set of proposals relating to the merger. The definitive proxy statement will be mailed to shareholders no earlier than 20 calendar days from today, and any review of the preliminary proxy statement by the SEC may delay the mailing. The date of the Special Meeting of Stockholders will be set forth in the definitive proxy statement. 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. CityTalk has a definitive agreement to purchase certain assets of NTCH, including 86 telecommunications towers, approximately 20,000 wireless customers in Colorado, Tennessee and Idaho, and more than $5 million in annual operating profit. When finalized, the NTCH transaction will enable CityTalk to begin rolling out networks and services to a potential 2.2 million customers (POPS). As part of the financing exercise now underway, CityTalk has appointed Stephens Inc., a full-service investment banking and brokerage firm headquartered in Little Rock, Arkansas, to advise on the transaction. Further details of the transaction are set out in the preliminary proxy statement, which is available on the SEC�s Edgar website at http://www.sec.gov/ and is subject to revision prior to the mailing of the definitive proxy statement. Anthony LaPine, Chief Executive Officer of Semotus Solutions, stated: �We are firmly committed to concluding our transaction with CityTalk. We believe the strategic reasons for the deal are compelling. We appreciate the positive feedback received from Semotus� stockholders, employees and board of directors, and we are working diligently to conclude this transaction as soon as possible.� Steve Keaveney, President of CityTalk, stated: �We are very excited about the future prospects for CityTalk. CityTalk delivers an excellent asset base and strong cash flow in a sector that has exciting growth potential. Aside from the initial NTCH portfolio of telecommunications assets, we have commenced negotiations with a number of other groups to explore the potential of bolt-on acquisitions. We anticipate that additional acquisitions can be actively pursued immediately following completion of the proposed transaction with Semotus. We are working diligently to put all of the closing requirements in place for the Semotus transaction and refining our plans for post-merger business expansion.� About CityTalk, Inc. (�CTI�) 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 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, 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: www.semotus.com; www.hiplinkwireless.com; www.clickmarks.com; www.xb.com. This press release may be deemed to be solicitation material in respect of the proposed merger with Citytalk, Inc. In connection with the proposed transaction, Semotus plans to file a definitive proxy statement with the SEC. Investors and security holders of Semotus are advised to read the DEFINITIVE proxy statement and any other relevant documents filed with the SEC when they become available because those documents will contain important information about the proposed transaction. The final, definitive proxy statement will be mailed to shareholders of Semotus. The preliminary proxy statement is, and the definitive proxy statement and other relevant documents will be, available for free at the SEC's web site at http://www.sec.gov. Free copies of the preliminary proxy statement, the definitive proxy statement, when it becomes available, and Semotus� other filings with the SEC may also be obtained from Semotus. Free copies of Semotus� filings may be obtained by directing a request to Semotus Solutions, Inc., 718 University Ave., Suite 202, Los Gatos, CA 95032 Attention: Secretary. Semotus and its respective directors, executive officers and other members of its management and employees may be deemed to be soliciting proxies from Semotus� shareholders in favor of the proposed transaction. Information regarding Semotus� directors and executive officers is available in Semotus� proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on July 26, 2006. Additional information regarding the interests of such potential participants is included in the preliminary proxy statement filed with the SEC on March 19, 2007 and will be included in the definitive proxy statement, when it becomes available. 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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