Digital Angel Merger Complete; Joseph J. Grillo Announced as New CEO to Lead Company
02 1월 2008 - 10:00PM
Business Wire
Digital Angel (NASDAQ:DIGA), an advanced technology company in the
field of rapid and accurate identification, location tracking and
condition monitoring of high-value assets, today announced that on
December 28 it completed the merger between Applied Digital
Solutions, Inc. (formerly NASDAQ:ADSX) and Digital Angel
Corporation (formerly AMEX:DOC). The newly combined company will do
business as Digital Angel and trades on the Nasdaq Capital Market
under the symbol �DIGA.� The board of directors has unanimously
selected Joseph J. Grillo as the new Chief Executive Officer to
lead the combined company and join its board of directors. Grillo,
an RFID industry veteran, is the former President and Chief
Executive Officer of the Global Technologies Division of Assa
Abloy, AB, a publicly held global manufacturer in the security and
lock industry. Prior to being named to head up Assa Abloy�s Global
Tech Division, Grillo formed and was responsible for the sales
growth of the Identification Technology business unit, combining
several disparate RFID and smart card businesses into an integrated
world wide sales leader servicing several vertical markets with
security based card, transponder and reader products. Grillo was a
long-time executive and early founder of HID Global Corp., which he
joined in 1993 as National Sales Manager. He later went on to
assume the positions of VP of Sales, VP of Sales and Marketing and
eventually COO in charge of the international sales organizations
for HID. This led up to the sale of HID to current owner Assa Abloy
in January 2001, upon which Grillo was named president of HID.
During the 1993 to 2000 time period, Grillo led HID sales
organization in growing the company from $3 million to $92 million
in annual sales. A recognized industry leader, Grillo has held
positions with progressively increasing levels of responsibility at
a number of industry leaders. From 1981 to 1993, he held sales and
general management roles with major industry players including
Security Specialists (acquired by TYCO), National Control Systems
(acquired by ITI, now part of GE) and Kidde Automated Systems
(eventually acquired by TYCO). Grillo will focus particularly on
future profitability, improved operational effectiveness including
cash flow and debt reduction, and defining a clear strategy for the
newly combined company. Grillo, new Chief Executive Officer of
Digital Angel, stated: �I am thrilled to join a company that has
reached a turning point in its history and is on the cusp of
capitalizing on a bright future. Through this transaction, we have
eliminated the holding company structure, creating what we believe
is a less complicated, financially stronger company with
substantially reduced overhead costs. By making a fresh start and
reinforcing our focus on execution and financial performance, I
believe we will be able to attract more institutional investors to
the company, thereby stabilizing and enhancing our stock price.�
�We will continue to be a world-class provider of high-quality RFID
and GPS solutions to some of the largest markets in the world. In
fact, with our lower cost structure and expected revenue growth in
2008, we will be able to invest in our businesses and extend our
leading positions in the areas in which we excel. We expect
significant organic growth and also see exciting opportunities for
acquisitions as we look to grow the company for the future and
improve upon our strengths,� Grillo continued. Barry M. Edelstein,
former interim President and Chief Executive Officer of DOC said,
�Selecting Joe to lead this company was the result of an extensive
search process headed by Korn/Ferry, which provided us the benefit
of choosing from among several very strong candidates. Joe has a
proven track record of driving significant growth in revenue,
EBITDA and cash flow. He is also very experienced with acquisitions
and international business.� As a result of the merger, each
outstanding share of DOC's common stock not owned by Applied
Digital was converted into 1.4 shares of common stock of the new
company�s stock. The board of directors of Digital Angel will
consist of Mr. Grillo, John R. Block, Barry M. Edelstein, Daniel E.
Penni, Dennis G. Rawan, Constance K. Weaver and Michael Zarriello.
Grillo continued, �This transaction gives Applied Digital
stockholders direct ownership in DOC and gives DOC stockholders a
significant interest in VeriChip Corporation. All in all, we
believe this transaction was the right thing for both companies�
stockholders. I see considerable upside as we deliver on our
business plan in the near and longer-term. I believe this company
is ready for break-out success and I am eager to help us achieve
it.� About Digital Angel Digital Angel (www.DigitalAngel.com) 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 is the owner of a majority position in VeriChip Corporation
(NASDAQ:CHIP). 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, the
announcement of a new chief executive officer to lead the newly
combined company, transaction synergies and other benefits of the
merger, and other similar matters. These forward-looking statements
are not statements of historical facts and represent only Digital
Angel's beliefs regarding future performance, which is inherently
uncertain. There are a variety of factors, many of which are beyond
Digital Angel's control, which affect operations, performance,
business strategy and results and could cause actual results and
experience to differ materially from the expectations and
objectives expressed in any forward-looking statements. These
factors include, but are not limited to, the risk that expected
synergies and benefits of the merger will not be realized within
the expected time frame or at all, our ability to successfully
implement our business strategy; uncertainty as to our working
capital requirements over the next 12 to 24�months; our ability to
successfully integrate the businesses of acquired companies; our
ability to maintain compliance with the covenants of our credit
facilities; our expectation regarding future profitability and
liquidity; competitive and economic influences; the degree of
success we have in leveraging our brand reputation, reseller
network and end-use customer base for our infant protection and
wander prevention systems to gain inroads in the emerging market
for asset/staff location and identification systems; the rate and
extent of the U.S. healthcare industry�s adoption of RFID
asset/staff location and identification systems; our ability to
become a major player in the food source traceability and safety
arena; our ability to successfully develop survival and emergency
radios for the military and commercial uses; our reliance on
third-party dealers and distributors to successfully market and
sell our products; our ability to defend against costly product
liability claims and claims that our products infringe the
intellectual property rights of others; our ability to comply with
current and future regulations relating to our businesses; and our
ability to maintain proper and effective internal accounting and
financial controls. Additional information about these and other
risk factors that could affect Digital Angel�s businesses is set
forth in Digital Angel's Form 10-K, Form 10-Q and other filings
with the SEC and is set forth in Applied Digital's Form 10-K, Form
10-Q and other filings with the SEC. Many of the factors that will
determine the outcome of the subject matter of this communication
are beyond Digital Angel's ability to control or predict. Digital
Angel undertakes no 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.
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