Applied Digital Solutions and Destron Fearing Amend Merger Agreement.Business Editors/High Tech Writers PALM BEACH, Fla. and SOUTH ST. PAUL St. Paul as a missionary he fearlessly confronts the “perils of waters, of robbers, in the city, in the wilderness.” [N.T.: II Cor. 11:26] See : Bravery , Minn.--(BUSINESS WIRE)--May 26, 2000 Applied Digital Solutions, Inc. (Nasdaq: ADSX ADSX Applied Digital Solutions, Inc. (stock symbol) ) and Destron Fearing Corporation (Nasdaq SmallCap: DFCO DFCO Deputy Federal Coordinating Officer (FEMA) DFCO Deceleration Fuel Cutoff ) announced today they have signed an amendment to their definitive merger agreement. The amendment modifies the exchange ratio for the merger, eliminates the right of either party to terminate the agreement due to an increase or decrease in the price of Applied Digital Solutions' common stock and prohibits Applied Digital Solutions from entering into an acquisition agreement with any other public company prior to the closing of this merger. Under the merger agreement executed by the parties on April 25, 2000, Applied Digital Solutions will acquire Destron Fearing in a tax-free exchange tax-free exchange An exchange of assets between taxpayers in which any gain or loss is not recognized in the period during which the exchange takes place. Rather, taxpayers are required to adjust the basis of assets exchanged. of common stock. Destron Fearing will merge with Digital Angel.net Inc., a 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. of Applied Digital Solutions, and the combined companies will do business under the Digital Angel.net Inc. name. Under the terms of the amendment, Destron Fearing stockholders will receive 1.50 shares of Applied Digital Solutions stock for each share of Destron Fearing. Under the amendment to the merger agreement, no further adjustments will be made to the exchange ratio due to changes in the price of Applied Digital Solutions' common stock. After completion of the merger, Destron Fearing stockholders will own an estimated 28% of Applied Digital Solutions common stock, before the exercise of assumed options and warrants. The amendment to the merger agreement also eliminates the right of Applied Digital Solutions or Destron Fearing to terminate the merger agreement if the price of Applied Digital Solutions' common stock moves above or below certain price thresholds. Prior to the amendment, either party had the right to terminate the merger agreement if the average closing price of Applied Digital Solutions' common stock was above $24.00 per share or below $6.00 per share for a certain period prior to closing. In addition, the amendment prohibits Applied Digital Solutions from entering into an acquisition agreement with any other public company prior to the closing of this merger. Applied Digital Solutions and Destron Fearing believe these amendments were necessary in light of recent market volatility and the decrease in the price of the common stock of both companies. The amended merger agreement, which has already been approved by Boards of Directors of Applied Digital Solutions and Destron Fearing, is subject to approval by Applied Digital Solutions shareholders and Destron Fearing stockholders, as well as regulatory review, including Hart-Scott-Rodino. Pending these approvals, the completion of the transaction is expected at the beginning of the third quarter of this year. No assurance can be given that this agreement will result in a transaction. About Applied Digital Solutions, Inc. 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 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  Microchip Technology (NASDAQ: MCHP) is a manufacturer of microcontroller, memory and analog semiconductors, founded in 1989 when and is a leader in the world evolution of radio frequency animal identification. For more information about Destron Fearing Corporation, visit the company's web site at: http://www.destronfearing.com . 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 with the SEC under Rule 425 on May 9, 2000. In addition, Destron Fearing, its directors, executive officers and employees may be soliciting proxies from Destron Fearing stockholders in favor of the merger. Information concerning Destron Fearing's participants in the solicitation was filed with the SEC under Rule 425 on May 8, 2000. 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 and Destron Fearing will be filing 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"). WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE 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, 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 Langsford, Vice President of Administration, Telephone (561) 366-4800. READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. |
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