Applied Digital Solutions' Shareholders Approve Merger With Destron Fearing Corporation At Special Shareholders Meeting.Business Editors/High Tech Writers PALM BEACH, Fla.--(BUSINESS WIRE)--September 5, 2000 Proposed merger now subject to approval by Destron Fearing Shareholders, scheduled to vote September 7, 2000, and certain other conditions of the Agreement and Plan of Merger Applied Digital Solutions, Inc. (Nasdaq: ADSX ADSX Applied Digital Solutions, Inc. (stock symbol) ) today released the results of voting at the special shareholders meeting held Saturday, September 2. Shareholders were asked to vote on the following proposals: Proposal 1. The issuance of shares of Applied Digital Solutions in exchange for all issued and outstanding shares, options and warrants of Destron Fearing Corporation pursuant to the Agreement and Plan of Merger, dated as of April 24, 2000 under which Destron Fearing would merge with Digital Angel.net and become a subsidiary of Applied Digital Solutions. Proposal 2. To amend the second restated article of incorporation to increase the number of authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. of Applied Digital Solutions from 85,000,000 to 250,000,000. The shareholders approved both proposals. The results of the shareholder vote at the meeting were as follows:
For Against Abstain
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Proposal 1. 26,126,477 2,882,809 360,949
Proposal 2. 44,282,213 4,839,830 453,033
With Applied Digital Solutions shareholders' approval of the proposed merger of Digital Angel.net with Destron Fearing Corporation having been obtained, the proposed merger is now subject to approval by the shareholders of Destron Fearing at a special meeting of shareholders to be held on September 7, 2000. The merger is also subject to certain other conditions set forth the Agreement and Plan of Merger. About Applied Digital Solutions Applied Digital Solutions is a leading-edge, single-source provider of e-business solutions. The company differentiates itself in the marketplace by enabling e-business through Computer Telephony See CTI, VoIP and IP telephony. Computer Telephony - Computer Telephone Integration Internet Internet Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the Integration (CTII CTII Comprehensive Technologies International, Inc. (TM)). With five-year revenue growth (from 1994 to 1998) of 64,012%, Applied Digital Solutions was ranked as the fifth fastest-growing technology company by Deloitte & Touche in its 1999 Technology Fast 500 listing. For more information, visit the company's web site at http://www.adsx.com . About Digital Angel In December of 1999, Applied Digital Solutions announced that it had acquired the patent rights to a miniature digital transceiver (TRANSmitter reCEIVER) An electronic device or circuit that transmits and receives analog or digital signals. It comes in many forms; for example, a transponder on a satellite, a network adapter in the computer or the circuits in a cellphone. - which it has named Digital Angel - implantable within the human body that could be used for a variety of purposes, such as providing a tamper-proof means of identification for enhanced e-commerce security, locating lost or missing individuals, tracking the location of valuable property and pets, and monitoring the medical conditions See carpal tunnel syndrome, computer vision syndrome, dry eyes and deep vein thrombosis. of at-risk patients. The implantable device sends and receives data and can be continuously tracked by GPS (Global Positioning Satellite) technology. For more information about Digital Angel, visit http://www.digitalangel.net . About Destron Fearing Corporation Destron Fearing Corporation has been in the animal identification business since 1945. For over 50 years, Destron Fearing has developed, manufactured and marketed a broad range of individual animal identification products. The company owns patents worldwide in microchip technology Statements about Applied Digital Solutions' and Destron Fearing's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are "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. " within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Reform Act of 1995. Applied Digital Solutions and Destron Fearing intend that such forward-looking statements involve risks and uncertainties and are subject to change at any time, and Applied Digital Solutions' and Destron Fearing's actual results could differ materially from expected results. Applied Digital Solutions and Destron Fearing undertake no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or . Applied Digital Solutions, its directors, executive officers and employees may be soliciting proxies from Applied Digital Solutions' shareholders in favor of upon the side of; favorable to; for the advantage of. See also: favor the merger. Information concerning Applied Digital Solutions' participants 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 was filed on June 27, 2000 with the SEC in the joint proxy statement/prospectus. In addition, Destron Fearing, its directors and employees may be soliciting proxies from Destron Fearing stockholders in favor of the merger. Information concerning Destron Fearing's stockholders participants in the solicitation was filed with the SEC on June 27, 200 in the joint proxy statement/ prospectus. Applied Digital Solutions and Destron Fearing have filed a joint proxy statement/prospectus and other relevant documents concerning the merger with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission (the "SEC"). APPLIED DIGITAL URGES INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of charge at the SEC's website, http://www.sec.gov . In addition, documents filed with the SEC by Applied Digital Solutions will be available free of charge from Applied Digital Solutions at 400 Royal Palm Way, Suite 410, Palm Beach, Florida Palm Beach is an incorporated town in Palm Beach County, Florida. The Intracoastal Waterway separates it from the neighboring cities of West Palm Beach and Lake Worth. As of 2000, Palm Beach had a year-round population of 10,468, with an estimated seasonal population of 30,000. 33480; Attention: Kay KAY Kick Ass Year KAY Kansas Association of Youth Langsford, Vice President of Administration, Telephone 561/366-4800. READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. Statements about the Company's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation Reform Act of 1995. The Company intends that such forward-looking statements involve risks and uncertainties and are subject to change at any time, and the Company's actual results could differ materially from expected results. The Company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances. |
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