Applied Digital Solutions Agrees to Merge Its Wholly Owned Subsidiary, VeriChip Corporation, With SysComm International Corporation, a Public Company in Which Applied Digital Currently Owns Over 52%.Business Editors, High Tech Writers PALM BEACH, Fla. and FAIRFIELD, N.J.--(BUSINESS WIRE) July 22, 2002 - Upon closing, Applied Digital will own over 90% (on a non-diluted basis) of the combined entity, to be renamed VeriChip Corporation VeriChip Corporation, a wholly owned subsidiary of Applied Digital (Nasdaq: ADSX), markets a line of Radio Frequency Identification (RFID) Devices (including VeriChip) used in security, financial, emergency identification, and other applications. Applied Digital Solutions, Inc. (Symbol: ADSX ADSX Applied Digital Solutions, Inc. (stock symbol) ), an advanced technology development company, announced today that SysComm International Corporation (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : SYCM) has conditionally offered to merge with VeriChip Corporation, Applied Digital's wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. in a stock transaction. Applied Digital has accepted the conditional offer and a letter of intent has been signed. Both companies' Boards of Directors have approved the transaction and the companies have each hired investment bankers to prepare fairness opinions. Applied Digital currently owns over 52% of SysComm. After the merger is complete, Applied Digital will own over 90% on a non-diluted basis of the combined entity. The transaction is subject to all necessary approvals, including but not limited to SysComm's other stockholders and Applied Digital's senior secured creditor One who holds some special monetary assurance of payment of a debt owed to him or her, such as a mortgage, collateral, or lien. . Upon completion of the transaction, SysComm is expected to change its name to VeriChip Corporation. Commenting on the proposed merger, Scott R. Silverman, President of Applied Digital, stated: "As we've discussed previously, our strategic business model involves acquiring and developing life-enhancing, personal safeguard technologies and then marrying those technologies with a complementary operating company operating company A business that engages in transactions with outsiders. . Digital Angel Corporation (AMEX AMEX See: American Stock Exchange : DOC) exemplifies this approach. With this proposed SysComm merger, we are on the verge On the Verge (or The Geography of Yearning) is a play written by Eric Overmyer. It makes extensive use of esoteric language and pop culture references from the late nineteenth century to 1955. of replicating our Digital Angel success with yet another of the Company's advanced technologies -- VeriChip(TM) -- the world's first implantable human microchip for security, financial, identification and healthcare applications. As VeriChip evolves into the standard in using Radio Frequency Identification See RFID. (RFID (Radio Frequency IDentification) A data collection technology that uses electronic tags for storing data. The tag, also known as an "electronic label," "transponder" or "code plate," is made up of an RFID chip attached to an antenna. ) technology for these applications, the commercial and government customer uses we envision will require advanced systems integration, project management and database application integration -- all core strengths of SysComm. That's why SysComm is an ideal choice to merge with VeriChip Corporation. Kevin McLaughlin Kevin McLaughlin (??? to 17 July 1864) was an African American who escaped from slavery in South Carolina and was captured by slave-hunters in Boston in 1852 His arrest outraged Boston abolitionists and many ordinary Bostonians, who were increasingly hostile towards the enforcement , CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of SysComm, said: "SysComm has always differentiated itself from the competition by superior customer service and unsurpassed performance in the areas of integrating complex systems, database applications and project management. We believe this merger will enable us to leverage SysComm's proven capabilities in meeting the complex needs of VeriChip's emerging worldwide commercial and government customer base. With VeriChip, SysComm inherits a first-of-its-kind technology that has received worldwide media exposure and widespread customer interest. The combination of SysComm and VeriChip will create a very dynamic company with all of the ingredients required to succeed in a promising global marketplace." About VeriChip(TM) VeriChip, first announced on December 19, 2001, is a miniaturized radio frequency identification device (RFID) that can be used in a variety of security, financial, emergency identification and healthcare applications. About the size of a grain of rice, each VeriChip product contains a unique verification number and will be available in several formats, some of which will be insertable under the skin. The verification number is captured by briefly passing a proprietary scanner over the VeriChip. A small amount of radio frequency energy passes from the scanner energizing energizing, adj giving energy to; revitalizing; rejuvenating. the dormant VeriChip, which then emits a radio frequency signal transmitting the verification number. VeriChip Corporation and its parent company, Applied Digital Solutions, are working with federal regulators to ensure full compliance with applicable regulations. VeriChip Corporation is a wholly owned subsidiary of Applied Digital Solutions. About Digital Angel Corporation On March 27, 2002 Digital Angel Corporation completed a merger with Medical Advisory Systems, Inc., which for two decades has operated a 24/7, physician-staffed call center in Owings, Maryland Owings is a census-designated place (CDP) in Calvert County, Maryland, United States. The population was 1,325 at the 2000 census. Geography Owings is located at (38.711919, -76.603901)GR1. . Prior to the merger, Digital Angel Corporation was a 93% owned subsidiary of Applied Digital Solutions, Inc. Digital Angel(TM) technology and patents represent the first-ever combination of advanced sensors and Web-enabled wireless telecommunications linked to Global Positioning Systems (GPS). By utilizing advanced sensor capabilities, Digital Angel will be able to monitor key functions - such as ambient temperature and physical movement - and transmit that data, along with accurate emergency location information, to a ground station or monitoring facility. The company also invented, manufactures and markets implantable identification microchips the size of a grain of rice for use in companion pets, fish, and livestock. Digital Angel Corp. owns patents for its inventions in applications of the implantable microchip technology for animals and humans. For more information about Digital Angel Corporation, visit www.digitalangel.net. About Thermo Life(TM) Thermo Life is a miniaturized, thermoelectric ther·mo·e·lec·tric also ther·mo·e·lec·tri·cal adj. Characteristic of, resulting from, or using electrical phenomena occurring in conjunction with a flow of heat. generator powered by body heat. On July 9, 2002, the Company announced that it had achieved an important breakthrough: 3.0-volts of electrical power successfully generated by Thermo Life in laboratory tests. The Company believes Thermo Life technology has a wide variety of potential uses, including the powering of various electronic devices, wristwatches, medical devices, smoke detectors and other heat-related sensors. If Thermo Life performs as expected in commercial applications, this technology could effectively eliminate the need to periodically replace the power source of these devices. Thermo Life technology can also provide an independent, heat-generated power source for security related sensors. Thermo Life Energy Corporation is a wholly owned subsidiary of Applied Digital Solutions. About Applied Digital Solutions, Inc. Applied Digital Solutions is an advanced technology development company that focuses on a range of life-enhancing, personal safeguard technologies, early warning alert systems, miniaturized power sources and security monitoring systems combined with the comprehensive data management services required to support them. Through its Advanced Technology Group, the company specializes in security-related data collection, value-added data intelligence and complex data delivery systems for a wide variety of end users including commercial operations, government agencies and consumers. Applied Digital Solutions is the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of a majority position in Digital Angel Corporation. For more information, visit the company's website at http://www.adsx.com. About SysComm International Corporation SysComm International does business through its primary subsidiary InfoTech. InfoTech is a premier I/T I/T Inner Tank solutions provider focused on I/T consulting, project management, systems integration, networking, procurement, deployment, migration and security services and solutions. The company also provides on-going system and network maintenance services and specializes in tailoring its technical services delivery to individual client needs. InfoTech has formed strong relationships and alliances with today's leading technology companies. These strategic alliances include but are not limited to partnerships with: Cisco Systems, Microsoft, IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) , Compaq, EMC (1) (EMC Corporation, Hopkinton, MA, www.emc.com) The leading supplier of storage products for midrange computers and mainframes. Founded in 1979 by Richard J. Egan and Roger Marino, EMC has developed advanced storage and retrieval technologies for the world's largest companies. , McData, CA, Citrix, Veritas and Hewlett Packard. For more information, visit the company's website at http://www.infotechusa.com. 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 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. 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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