Semotus Solutions Files Preliminary Proxy Statement Relating to Proposed CityTalk Merger
20 3월 2007 - 8:00PM
Business Wire
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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