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Filed by Applied Digital Solutions, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Applied Digital Solutions, Inc.
Commission file No. 000-26020
On April 25, 2000, Applied Digital Solutions, Inc., a Missouri
corporation, and Destron Fearing Corporation, a Delaware corporation, jointly
issued the following press release:
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY APPLIED DIGITAL
SOLUTIONS, INC. AND DESTRON FEARING CORPORATION ON APRIL 25, 2000.
NEWS RELEASE
FOR IMMEDIATE RELEASE
APPLIED DIGITAL SOLUTIONS, INC. TO ACQUIRE DESTRON FEARING CORPORATION
- -- Companies sign definitive agreement; working toward end of the second
quarter 2000 effective date --
Palm Beach, FL and South St. Paul, MN, April 25, 2000 - Applied Digital
Solutions, Inc. (Nasdaq:ADSX) and Destron Fearing Corporation (Nasdaq SmallCap:
DFCO) announced today they have signed a definitive merger agreement pursuant to
which Applied Digital Solutions will acquire Destron Fearing in a tax-free
exchange of common stock. Destron Fearing will merge with Digital Angel.net
Inc., a wholly owned subsidiary of Applied Digital Solutions, and the combined
companies will do business under the Digital Angel.net Inc. name.
The terms of the agreement require Applied Digital Solutions to acquire
all of the outstanding capital stock of Destron Fearing with newly-issued shares
of Applied Digital Solutions' common stock in a transaction that is expected to
be tax-free to shareholders. Destron Fearing stockholders will receive 0.75
shares of Applied Digital Solutions stock for every share of Destron Fearing;
provided, however, if during the time period immediately prior to closing the
average price of Applied Digital Solutions' common stock is less than $8.00 per
share or more than $16.00 per share, the exchange ratio would be adjusted to
provide that Destron Fearing stockholders receive a minimum of $6.00 or a
maximum of $12.00 per share in value of Applied Digital Solutions' common stock.
If the average price is below $6.00 or more than $24.00, either Applied Digital
Solutions or Destron Fearing can terminate the merger agreement. The "average
price" is the average per share last daily closing price of Applied Digital
Solutions' common stock as quoted on The
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Nasdaq National Market during the 20 consecutive trading days preceding the
fifth trading day immediately preceding the closing date for the merger. All
outstanding Destron Fearing options and warrants will be assumed by Applied
Digital Solutions based on the exchange ratio. Based on 13,640,772 shares of
Destron Fearing common stock currently outstanding, an assumed exchange ratio of
.75 and without taking into account the exercise of options and warrants assumed
by Applied Digital Solutions, Destron Fearing stockholders will own an estimated
17% of Applied Digital Solutions' common stock upon the closing of the merger.
The 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 deal is expected at the end of the second quarter of this
year. No assurance can be given that this agreement will result in a
transaction.
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 Internet Integration (CTII(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 - 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 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
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 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:
www.destronfearing.com.
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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" 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. 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 forwardlooking statements to reflect subsequently occurring
events or circumstances.
CONTACT: Applied Digital Solutions, Inc.
Ovations International Inc.
Matthew Cossolotto, 914/245-9721
[email protected] or
ADS Investor Relations
Robert Jackson, 303/707-1468
Fax: 303/703-8250
[email protected]
Destron Fearing Corporation
BlueFire Partners
1300 Fifth Street Towers, 150 S. 5th Street
Minneapolis, Minnesota 55402
Doug Ewing or Tom Langenfeld, (612) 371-0000 or
Destron Fearing Corporation
Thomas Patin, (651) 455-1621
490 Villaume Avenue
South St. Paul, Minnesota 55075
# # #
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 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 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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