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DIGITAL ANGEL FORMS SPECIAL COMMITTEE OF BOARD OF DIRECTORS TO CONSIDER STRATEGIC ALTERNATIVES TO IMPROVE ITS CAPITAL STRUCTURE AND MAXIMIZE SHAREHOLDER VALUE SO. ST. PAUL, MN
(July 12, 2006) … Digital Angel Corporation (Amex: DOC), an advanced
technology company in the field of rapid and accurate identification,
location tracking, and condition monitoring of high-value assets,
announced today the formation of a Special Committee of its Board of
Directors to consider strategic alternatives to improve its capital
structure and maximize shareholder value through growth and other
strategic opportunities.
The Special Committee will include all independent directors and is
charged with the responsibility of interviewing and hiring strategic
advisors/investment bankers, reviewing strategic alternatives and pursuing
those alternatives that it deems most advantageous for the company. “We believe that the current valuation of Digital Angel does not
reflect the significant progress we have made across our business units,”
said Digital Angel President and CEO Kevin N. McGrath. “As a result, we
feel it is prudent to consider strategic alternatives at this time to
improve our capital structure, outline growth opportunities and enhance
shareholder value. The best method to do this is to appoint an independent
committee (all Board members other than myself and our Chairman, Scott R.
Silverman) chaired by Michael S. Zarriello. Mr. Zarriello’s extensive
background in finance and investment banking clearly qualifies him to lead
this charge.” Mr. Zarriello has been a Director of Digital Angel since 2003. He is
currently a Senior Vice President and Chief Financial Officer of
Scottsdale, AZ-based Rural/Metro Corporation. He is a former Senior
Managing Director of Jesup & Lamont Securities Corporation and
President of Jesup & Lamont Merchant Partners LLC. Prior to that, he
was a Managing Director-Principal of Bear Stearns & Co. Before that he
was Chief Financial Officer of United States Leather Holdings, Inc. and
Chief Financial Officer of Avon Products, Inc., Healthcare Division. About Digital Angel Corporation Digital Angel Corporation develops and
deploys sensor and communications technologies that enable rapid and
accurate identification, location tracking, and condition monitoring of
high-value assets. Applications for the Company’s products include
identification and monitoring of humans, pets, fish, poultry and livestock
through its patented implantable microchips; location tracking and message
monitoring of vehicles and aircraft in remote locations through systems
that integrate GPS and geosynchronous satellite communications; and
monitoring of asset conditions such as temperature and movement, through
advanced miniature sensors. Digital Angel Corporation is majority-owned by
Applied Digital Inc. (Nasdaq:ADSX). For more information about Digital
Angel, please visit http://www.digitalangelcorp.com/. The statements in this press release that are not strictly
historical, are "forward-looking" statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and are intended to be covered by the safe harbors
created by these sections. The forward-looking statements are subject to
risks and uncertainties and the actual results that the Company achieves
may differ materially from these forward-looking statements due to such
risks and uncertainties, including, but not limited to, that Applied
Digital Inc. owns 55.4% of the Company’s common stock, that new accounting
pronouncements regarding expensing of share based compensation may impact
the Company’s future results of operations, the Company may continue to
incur net losses, infringement by third parties on the Company’s
intellectual property or development of substantially equivalent
proprietary technology by the Company’s competitors could negatively
impact the Company’s business, domestic and foreign government regulation
and other factors could impair the Company’s ability to develop and sell
its products in certain markets, the Company relies on sales to government
contractors for its animal identification and search and rescue beacon
products, and any decline in the demand by these customers for such
products could negatively affect the Company’s business, the Company
depends on a single production arrangement for its patented
syringe-injectable microchips, and the loss of or any significant
reduction in the production could have an adverse effect on the Company’s
business, technological change could cause the Company’s products to
become obsolete, the loss of one of the Company’s principal customers
could negatively impact the Company’s net revenue, the Company’s earnings
will decline if the Company writes off goodwill and other intangible
assets, options and warrants outstanding and available for issuance may
adversely affect the market price of the Company’s common stock, currency
exchange rate fluctuations could have an adverse effect on the Company’s
sales and financial results, the Company depends on a small team of senior
management. A detailed statement of risks and uncertainties is contained
in the Company’s reports to the Securities and Exchange Commission,
including in particular the Company’s Form 10-K for the fiscal year ended
December 31, 2005. Investors and stockholders are urged to read this
document carefully. The Company can offer no assurances that any
projections, assumptions or forecasts made or discussed in this release
will be met, and investors should understand the risks of investing solely
due to such projections. The Company undertakes no obligation to revise
any forward-looking statements in order to reflect events or circumstances
that may arise after the date of this press release. | |||||||||||||||
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