AHT Corporation Responds to BioShield Technologies Press Release.Business Editors TARRYTOWN, N.Y.--(BUSINESS WIRE)--Aug. 14, 2000 AHT AHT Animal Health Trust (Suffolk, England) AHT American Hairless Terrier (dog breed) AHT After Hours Trading AHT Animal Health Technician AHT Anchor Handling Tug Corporation (Nasdaq:AHTC AHTC Akademischer Hockey Und Tennis Club ) is disappointed that BioShield Technologies (Nasdaq:BSTI BSTI Bangladesh Standards and Testing Institute BSTI Basic Scientific and Technical Information ) decided to prematurely announce preliminary indications that more than 50% of its shareholders plan to vote against the announced merger agreement before there was an opportunity to adequately educate BioShield shareholders about the merits of the planned merger. AHT Corporation continues to support the planned merger and is committed to working with BioShield to educate its shareholders on the merits on the merits adj. referring to a judgment, decision or ruling of a court based upon the facts presented in evidence and the law applied to that evidence. A judge decides a case "on the merits" when he/she bases the decision on the fundamental issues and considers of the transaction. AHT Corporation strongly believes this transaction will benefit both AHT and BioShield shareholders. AHT Corporation is a national provider of Internet-based clinical e-commerce among physicians, other healthcare providers and healthcare organizations. The Company provides information technology enabling the electronic management of laboratory and prescription transactions. For information on AHT and its products, please visit AHT's Web site at www.ahtech.com or call 877-DRCHART. This press release contains forward-looking information regarding AHT. The forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Forward-looking statements, including statements as to industry trends, future economic performance, anticipated profitability, anticipated revenues and planned product development, and product or service line growth may be significantly impacted by certain risks and uncertainties, including, but not limited to, failure of the clinical e-commerce industry to develop at anticipated rates, failure of AHT's clinical information technology products and services and planned products and services to be timely developed or to gain significant market acceptance, delays in customer acceptance of AHT's software, and competition and other economic factors. In addition, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality gen·er·al·i·ty n. pl. gen·er·al·i·ties 1. The state or quality of being general. 2. An observation or principle having general application; a generalization. 3. of the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "intend", "could", "would", "estimate", or "continue", or the other negative variations thereof or compatible terminology are intended to identify forward-looking statements. These forward-looking statements speak only as of the date hereof, and AHT disclaims any intention or obligation to update these forward-looking statements in the future. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in any forward-looking statements, all of which are difficult to predict and many of which are beyond the control of AHT, including areas such as: developing technologies; dependence on collaborative partners; the result of research and development efforts; future capital needs; uncertainty of additional funding; and government regulations. Additional risks and uncertainties are described in public filings of AHT with the Securities and Exchange Commission. PERSONS INVOLVED IN THE SOLICITATION solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual ON BEHALF OF AHT In connection with the proposed merger, AHT will solicit proxies from its stockholders to approve the merger. AHT and its officers and directors may be deemed to be participants in the solicitation of proxies from AHT's stockholders with respect to the merger. The members of AHT's board of directors are Arthur M. Southam, M.D., James T. Carney car·ney n. Informal Variant of carny. , Barry Kurokawa, Jonathan Edelson, M.D. and Robert J. Alger. Officers of AHT who may participate in the solicitation of proxies are Jonathan Edelson, M.D., Chief Executive Officer and President, Robert J. Alger, Executive Vice President and Chief Information Officer, Jeffrey M. Sauerhoff, Chief Financial Officer, Eddy W. Friedfeld, Senior Vice President - Business & Legal Affairs, General Counsel and Secretary, and Arthur Dague, Director, Investor Relations Investor relations The process by which the corporation communicates with its investors. and Communications. Information regarding certain of these officers and directors and their affiliations with and security holdings in AHT is included in AHT's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 1999 and AHT's Definitive Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. on Schedule 14A dated June 22, 2000. Both of these documents are available free of charge at the SEC's website at www.sec.gov and from the AHT contact listed below. Certain officers and directors of AHT may have direct or indirect interests in the merger by virtue of their security holdings or otherwise that are different from or in addition to the interests of the stockholders of AHT. Specifically, some officers of AHT will be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to severance payments and accelerated vesting Vesting The process by which employees accrue non-forfeitable rights over employer contributions that are made to the employee's qualified retirement plan account. Notes: of options if their employment with AHT is terminated after completion of the merger. Also, officers and directors of AHT will continue to be indemnified by, and benefit from insurance coverage for, liabilities that may arise from their service as officers and directors of AHT prior to the merger. ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the merger, BioShield Technologies, Inc. has filed with the SEC a registration statement on Form S-4 and BioShield and AHT expect to mail a joint proxy-statement/prospectus, which will be part of the registration statement, to stockholders of BioShield and AHT containing information about the merger. Stockholders of BioShield and AHT are urged to read the joint proxy statement/prospectus included in the registration statement and any other relevant documents filed with the SEC. The joint proxy statement/prospectus will contain important information about BioShield, AHT, the merger and the persons soliciting proxies related to the merger, and related matters that should be considered by stockholders before making any decision regarding the merger and related transactions. The registration statement and other documents are available free of charge on the SEC website at www.sec.gov and from the AHT contact listed below. In addition to the registration statement and the joint proxy statement/prospectus, BioShield and AHT file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by BioShield or AHT at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public reference rooms in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of and Chicago. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. BioShield's and AHT's filings with the SEC are also available free of charge to the public at the website maintained by the SEC at www.sec.gov. These documents may also be obtained from the BioShield and AHT contacts listed below. |
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