Digital Angel and Medical Advisory Systems Complete Merger; Combined Company, With Shareholders' Equity Exceeding $120 Million, Forecasts 2002 Revenues of $58-$74 Million.Business Editors/High Tech Writers PALM BEACH, Fla.--(BUSINESS WIRE)--April 2, 2002 Applied Digital's three-year formal restructuring agreement of its Credit Facility with 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) Credit Corporation is now effective Digital Angel Corporation (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 , MN) and Medical Advisory Systems, Inc. (AMEX AMEX See: American Stock Exchange : DOC -- Owings, MD) announced today that the merger of the two companies has been finalized. The merger was approved overwhelmingly on March 18, 2002 by Medical Advisory Systems shareholders and the transaction closed on March 27, 2002. The combined company will be called Digital Angel Corporation and will continue to trade on the American Stock Exchange American Stock Exchange (AMEX) Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921. under the "DOC" ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors . Prior to the merger, Digital Angel Corporation was 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 (Nasdaq: ADSX ADSX Applied Digital Solutions, Inc. (stock symbol) ) of 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. . Applied Digital Solutions now 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 approximately 82 percent (19.6 million shares) of the outstanding shares of the combined entity. The "new" Digital Angel Corporation boasts a strong balance sheet, with shareholders' equity Shareholders' Equity A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. in excess of $120 million. The combined company forecasts profitable operations for 2002, with revenue in the $58-74 million range. In a related transaction, Applied Digital Solutions' three-year formal restructuring agreement of its Credit Facility with IBM Credit Corporation ("IBMCC"), became effective upon closing the merger. The combined company brings together the unique capabilities of Digital Angel - the first-ever combination of advanced biosensor A device that detects and analyzes body movement, temperature or fluids and turns it into an electronic signal. See lab on a chip and data glove. Biosensor technology and Web-enabled wireless telecommunications linked to Global Positioning Systems (GPS) - and Medical Advisory Systems, which operates a 24/7 physician-staffed call center with an FDA-compliant data storage facility. Digital Angel's Personal Safety and Location product is currently being marketed in South Florida as part of the first phase in its national rollout. Orders can be placed from around the country through the company's website (www.digitalangel.net). The watch/pager device communicates "where-you-are" and "how-you-are" data through Digital Angel's proprietary delivery system to its 24/7 operations center in California. As previously announced, Randolph K. Geissler, 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 Digital Angel Corporation, has become CEO of the combined company. Commenting on the merger, Mr. Geissler said, "Combining the two companies gives us a unique set of capabilities that we can now leverage to drive the continued growth of our core businesses and the successful launch of our new Digital Angel products and services throughout the country and in the global marketplace." Scott R. Silverman, President of Applied Digital Solutions, stated: "This merger is our first proof statement of being able to turn advanced technologies into tangible shareholder value. With the IBM debt restructuring Debt Restructuring A method used by companies with outstanding debt obligations to alter the terms of the debt agreements in order to achieve some advantage. Notes: and this merger behind us, Applied Digital and Digital Angel Corporation are ready to accelerate growth and build shareholder value by bringing our exciting lineup of personal safeguard technologies to market." About Digital Angel(TM) Digital Angel represents the first-ever combination of advanced biosensor technology and Web-enabled wireless telecommunications linked to Global Positioning Systems (GPS). By utilizing advanced biosensor capabilities, Digital Angel will be able to monitor key body functions - such as temperature and pulse - and transmit that data, along with accurate location information, to a ground station or monitoring facility. For more information about Digital Angel, visit www.digitalangel.net. About Medical Advisory Systems Medical Advisory Systems, Inc. is a global leader in telemedicine that has operated a 24/7, physician-staffed call center in Owings, MD for nearly 20 years. Through a worldwide telecommunications network, MAS provides health care to ships-at-sea and other remote locations, one-on-one "chats" with a physician via the Internet or telephone, as well as medical and non-medical services for the travel industry. MAS owns a 12% equity interest in Paris-based CORIS Group, which provides it with the ability to offer its services in over 30 countries worldwide. For additional information, visit www.mas1.com. About Applied Digital Solutions, Inc. Applied Digital Solutions is an advanced technology development company that focuses on a range of early warning alert, miniaturized power sources and security monitoring systems combined with the comprehensive data management services required to support them. Through its Advanced Wireless unit, 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. For more information, visit the company's website at http://www.adsx.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. |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion