Applied Digital and Digital Angel Provide Merger Update
18 12월 2007 - 10:30PM
Business Wire
Applied Digital Solutions, Inc. (�Applied Digital�) (NASDAQ: ADSX),
a leading provider of identification and security technology, and
Digital Angel Corporation (�Digital Angel�) (AMEX: DOC), an
advanced technology company in the field of rapid and accurate
identification, location tracking and condition monitoring of
high-value assets, today provided an update on their upcoming
merger, which the companies expect to complete on or around
December 28, 2007. Simultaneous with the completion of the merger,
the companies also expect to announce a new chief executive officer
to lead the newly combined company. Upon completion of the
transaction, Digital Angel�s common stock will no longer be listed
for trading on the American Stock Exchange. After the transaction,
the combined entity will do business as Digital Angel Company and
trade on the Nasdaq Capital Market under the symbol �DIGA.� Applied
Digital and Digital Angel expect the proposed transaction to save
the companies in excess of $2 million a year over the next three
years. The reduced costs will come from the reduction of
accounting, insurance and other public company costs and the
elimination of duplicate corporate functions. The companies believe
that under the new CEO, additional cost savings can be achieved
through consolidation of facilities and operations. The merger will
give Applied Digital stockholders a direct ownership in Digital
Angel and Digital Angel stockholders an ownership position in
VeriChip Corporation (NASDAQ: CHIP). Michael Krawitz, Chief
Executive Officer of Applied Digital, said, �This transaction
eliminates our current holding company structure, streamlines our
operations and provides significant savings, which will help us as
we move toward profitability. We believe the combination of our
innovative technologies, catalysts for top and bottom-line growth,
and cost savings from the merger make this transaction a good thing
for all stockholders. That's why our companies entered the merger
agreement and that's why we're pleased the consummation of the
merger�is expected before year end.� About Applied Digital - "The
Power of Identification Technology" Applied Digital develops
innovative identification and security products for consumer,
commercial, and government sectors worldwide. Applied Digital�s
unique and often proprietary products provide identification and
security systems for people, animals, the food supply,
government/military arena, and commercial assets. Included in this
diversified product line are RFID applications, end-to-end food
safety systems, GPS/Satellite communications, and telecomm and
security infrastructure, positioning Applied Digital as the leader
in identification technology. Applied Digital is the owner of
majority positions in Digital Angel Corporation (AMEX: DOC) and
VeriChip Corporation (NASDAQ: CHIP). About Digital Angel
Corporation Digital Angel Corporation (AMEX:DOC) is a leading
provider of radio frequency identification (RFID) and global
positioning system (GPS) technologies that enable the rapid and
accurate identification, location tracking and condition monitoring
of people, animals and high-value assets. Digital Angel�s products
are utilized around the world�in such�applications as pet
identification using its patented, FDA-approved implantable
microchip; livestock identification and tracking using visual and
RFID ear tags; and GPS search and rescue beacons for use on
aircraft, ships and boats, and by adventure enthusiasts. Digital
Angel Corporation has entered into an agreement to merge with its
parent company�Applied Digital (NASDAQ:ADSX). Forward Looking
Statements Information contained in this document may contain
forward-looking statements, including, for example, statements
about management expectations, strategic objectives, growth
opportunities, business prospects, transaction synergies, cost
savings and other benefits of the merger, announcement of a new
chief executive officer to lead the newly combined company, timing
of the closing of the merger and other similar matters. These
forward-looking statements are not statements of historical facts
and represent only Applied Digital's and/or Digital Angel's beliefs
regarding future performance, which is inherently uncertain. There
are a variety of factors, many of which are beyond Applied
Digital's and Digital Angel's control, which affect operations,
performance, business strategy and results and could cause actual
results and experiences to differ materially from the expectations
and objectives expressed in any forward-looking statements. These
factors include, but are not limited to, (1)�the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement; (2)�the inability to complete
the merger due to the failure to obtain the requisite stockholder
approval or the failure to satisfy other conditions to the merger;
(3) those factors set forth in Applied Digital's Form S-4 referred
to below, Form 10-K, Form 10-Q and other filings with the SEC; (4)
those factors set forth in Digital Angel's Form 10-K, Form 10-Q and
other filings with the SEC; (4) the risk that expected synergies
and benefits of the merger will not be realized within the expected
time frame or at all and (5) the inability to announce a new chief
executive officer due to the failure to attract and hire a suitable
candidate. Many of the factors that will determine the outcome of
the subject matter of this communication are beyond Applied
Digital�s and Digital Angel's ability to control or predict.
Neither Applied Digital nor Digital Angel undertakes any obligation
to revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new
information, future results or otherwise. Additional Information
and Where to Find It In connection with the merger, Applied Digital
filed with the SEC a Registration Statement on Form S-4 that
contains a Joint Proxy Statement/Prospectus of Applied Digital and
Digital Angel. The Form S-4 was declared effective by the SEC on
October 5, 2007. Investors and security holders are urged to read
the Registration Statement and the Joint Proxy
Statement/Prospectus, as amended or supplemented, carefully because
they contain important information about Applied Digital, Digital
Angel and the proposed transaction. The Joint Proxy
Statement/Prospectus and other relevant materials, and any other
documents filed with the SEC, may be obtained free of charge at the
SEC�s website (www.sec.gov). In addition, investors and security
holders may obtain a free copy of other documents filed by Applied
Digital or Digital Angel by directing a written request, as
appropriate, to Applied Digital at 1690 South Congress Avenue,
Suite 200 Delray Beach, Florida 33445, Attention: Investor
Relations, or to Digital Angel at 490 Villaume Avenue, South St.
Paul, Minnesota 55075, Attention: Investor Relations. Investors and
security holders are urged to read the Joint Proxy
Statement/Prospectus, as amended or supplemented, and the other
relevant materials before making any voting or investment decision
with respect to the proposed transaction. Applied Digital, Digital
Angel and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the
interests of these directors and executive officers in the proposed
transaction is included in the Joint Proxy Statement/Prospectus
referred to above. Additional information regarding the directors
and executive officers of Applied Digital is also included in
Applied Digital's proxy statement (Form DEF 14A) for the 2007
annual meeting of the Company�s stockholders, which was filed with
the SEC on May 4, 2007. Additional information regarding the
directors and executive officers of Digital Angel is also included
in Digital Angel's Form 10-K/A, which was filed with the SEC on
April 30, 2007. These documents are available free of charge at the
SEC�s website (www.sec.gov) and by contacting Investor Relations at
the addresses above.
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