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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
APPLIED DIGITAL SOLUTIONS BEGINS INITIATIVE TO PROVIDE
E-BUSINESS WIRELESS SOLUTIONS TO DESTRON FEARING
AND ITS CUSTOMERS
INITIATIVE HIGHLIGHTS APPLIED DIGITAL SOLUTIONS'
ADVANCED MOBILE AND WIRELESS E-BUSINESS CAPABILITIES
PALM BEACH, FLORIDA, MAY 31, 2000 -- Applied Digital Solutions, Inc.
(NASDAQ:ADSX) today announced that it has begun an initiative to provide a
comprehensive program of mobile and wireless e-business services to Destron
Fearing Corporation (NASDAQ SmallCap:DFCO) and its customers.
The deployment of Applied Digital's advanced wireless solutions for Destron
Fearing and its Fortune 500 customers will draw on Applied Digital's established
expertise in the e-business mobile sector. It also will build on Applied
Digital's capabilities as a leading edge provider in integrating computer,
telephony and Internet technologies. Earlier this year, Applied Digital
announced a major new initiative - called CTII(TM) (Computer Telephony Internet
Integration) - designed to offer customers complete, single-source e-business
solutions.
Under the new wireless program, Destron Fearing would continue deploying
electronic microchip technology and radio frequency identification (RFID)
scanning. Applied Digital will provide the mobile database
connectivity via its IP-based Flex-Connect transaction-oriented mobile
applications software and its wireless IP enterprise solutions.
The wireless initiative also will build on the proposed merger agreement between
Applied Digital and Destron Fearing. As originally announced, Applied Digital
has proposed to merge its Digital Angel.net Inc. subsidiary with Destron Fearing
Corporation. The merger, subject to shareholder approval of both companies, is
expected to close in July 2000.
Commenting on the new program, Applied Digital Solutions' Chairman and CEO,
Richard J. Sullivan said: "Destron Fearing is a highly successful and respected
company in the electronic monitoring arena. Its leadership in monitoring
technologies fits right in with our focus on e-business wireless to database
solutions. The proposed merger of Destron Fearing and Digital Angel.net provides
significant opportunities for Applied Digital to bring its established wireless
and mobile e-business solutions to the forefront. Given the significant
cross-marketing opportunities, we're very excited about the potential for
deploying CTII(TM) solutions for Destron Fearing and its customers."
Destron Fearing CEO Randolph K. Geissler said: "This initiative underscores the
potential of the proposed merger between our companies. We look forward to
leveraging Applied Digital's talents in storing the data that we monitor and
scan and disseminating that data over the enterprise network via wireless or
non-wireless technologies within a IP online environment. This proposed merger
provides a single-source solution to our customers that we could not offer
before. Now we can."
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WIRELESS MARKET BACKGROUND
According to a report published by Lehman Brothers (February, 2000) there are
approximately 473 million wireless subscribers worldwide. The subscriber base is
expected to increase to approximately 673 million at the end of this year, then
grow to 891 million in 2001 and one billion in the year 2002. A report issued in
March 9, 2000, by Patricia Seybold Group, a world-wide strategic e-business and
technology consulting firm, stated that "the explosion of wireless and mobile
technology will soon make it a prerequisite for all e-businesses."
ABOUT THE CTII(TM) INITIATIVE
Applied Digital Solutions has successfully focused its strategic direction and
organized the company into four core business groups: Internet, Telephony,
Network and Applications. As part of this successful transformation, the company
has positioned itself as a leading-edge provider of Computer Telephony Internet
Integration (CTII) services. This CTII focus differentiates Applied Digital
Solutions in the e-business solutions marketplace. With CTII, Applied Digital
provides the full range of services and skills that companies need to conduct
business online. Through its four integrated business groups, Applied Digital
designs and deploys complete, front-to-back, web-enabled e-business systems --
all with a single point of contact for the customer.
ABOUT DESTRON FEARING CORPORATION
Destron Fearing Corporation has been in the microchip and scanning business
since 1945. For over 50 years, Destron Fearing has developed, manufactured and
marketed a broad range of identification products. The company owns patents
worldwide in microchip technology and is a leader in the world evolution of
radio frequency identification. The company's net sales increased in fiscal 1999
by 47 percent to $18.5 million. Net income totaled $3.5 million, after an
extraordinary item related to debt restructuring. For more information about
Destron Fearing Corporation, visit the company's website at:
WWW.DESTRONFEARING.COM.
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 Internet Integration (CTII(TM)).
With five-year revenue growth (from 1994 to 1998) of 64,012%, Applied Digital
Solutions is 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 WWW.ADSX.COM.
Applied Digital Solutions, its directors, executive officers and employees may
be soliciting proxies from Applied Digital Solutions shareholders in favor of
the merger. Information concerning Applied
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Digital Solutions' participants in the solicitation 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 document 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
forward- looking 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]
# # #
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"). APPLIED
DIGITAL SOLUTIONS URGES INVESTORS TO READ THE
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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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