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California-based Global Digital Solutions, Inc. and Illinois-Based Airtronic USA, Inc., the Largest Woman-Owned Small Arms Manufacturer in the United States, Sign Binding Merger Agreement and Reorganization Plan

October 24, 2012

FOLSOM, Calif., Oct. 24, 2012 /PRNewswire/ — Global Digital Solutions (PINKSHEETS: GDSI), a company that is positioning itself as a leader in providing knowledge-based and culturally attuned social consulting and security-related solutions in unsettled areas, today announced that the company has signed a merger agreement and reorganization plan with Illinois-based Airtronic USA, Inc. (“Airtronic”).

The Boards of Directors and the requisite number of shareholders of both companies have also approved the merger agreement and reorganization plan.

On August 20, 2012, the companies announced that they had signed a letter of intent to enter into good faith discussions involving a potential strategic combination in which Airtronic would be acquired by GDSI. Having completed those good faith discussions, the companies signed a merger agreement and reorganization plan on October 16, 2012. The agreement calls for Airtronic to continue to operate as a subsidiary of GDSI.

Because Airtronic is currently a “debtor in possession” under chapter 11 of the Bankruptcy Code, the merger agreement is subject to approval by the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division.

“This merger agreement is a very welcome development for both GDSI and Airtronic,” said GDSI founder and largest shareholder Richard J. Sullivan, who will become non-executive chairman of GDSI after the acquisition is completed. “On behalf of the entire team at GDSI, I can say that we’re very much looking forward to finalizing all necessary approvals and working closely with Dr. Merriellyn Kett and the Airtronic team. There’s no question in my mind that GDSI and Airtronic will be a very powerful combination that advances GDSI’s strategic vision to become a leader in knowledge-based consulting and security-related solutions in unsettled, complex areas.”

Dr. Kett also commented on the merger agreement. “I’m delighted that this merger agreement will enable Airtronic to continue to provide critically important small arms for the U.S. military and allied militaries. This merger is a big step forward for Airtronic and our loyal customers and partners around the world.”

Once the merger is finalized, Dr. Kett is expected to continue serving as CEO of Airtronic.

More About Richard J. Sullivan

Dick Sullivan is an entrepreneurial pioneer. He served as Chairman and CEO of Applied Digital Solutions, where he executed a technology rollup involving 42 acquisitions that succeeded in increasing the company’s share price from $2.50 to a peak of $18 per share. During Sullivan’s decade-long tenure as Chairman and CEO, Applied Digital was one of the highest volume traded stocks on NASDAQ. Sullivan also served as Chairman and CEO of Digital Angel Corporation and led the effort to spin off VeriChip Corporation. In 1970, he was a founding member of the management team of Manufacturing Data Systems, Inc., which listed at $7.50 per share and was sold to Schlumberger N.V. in 1980 at $65 per share.

More About Merriellyn Kett, PhD

Airtronic’s CEO and President joined the company in 2003 as a partner and helped to refocus the business on several essential battlefield weapons, including the M203 40mm Grenade Launcher – one of the most widely used grenade launchers in the world – the .50 cal. Machine Gun, the RPG-7 (USA) Grenade Machine Gun, and most recently the MK 777, a shoulder-fired recoilless rifle that is light, lethal, and affordable. Dr. Kett received her doctorate in analytic philosophy from DePaul University in Chicago, IL, and spent a year studying at the Sorbonne in Paris, France. Before joining Airtronic in 2003, she worked in infrastructure development in China, building a metallurgical coking plant in Shanxi Province.

About Global Digital Solutions, Inc.

Global Digital Solutions is refocusing its business strategy on providing knowledge-based and culturally attuned societal consulting and security-related solutions in unsettled areas. For more information please visit http://www.gdsi.co.

About Airtronic USA, Inc.

Airtronic is an electro-mechanical engineering design and manufacturing company. It provides small arms and small arms spare parts to the U.S. Department of Defense, foreign militaries, and the law enforcement market. The company also manufactures medical, avionics, and telecommunications original equipment. The company’s products include grenade launchers, rocket propelled grenade launchers, grenade launcher guns, flex machine guns, grenade machine guns, rifles, and magazines. The company was founded in 1990 and is based in Elk Grove Village, Illinois. On May 16, 2012, the voluntary petition of Airtronic, Inc. for liquidation under Chapter 7 was converted to Chapter 11 reorganization. The company had filed for Chapter 7 bankruptcy on March 13, 2012. For more information, please visit www.Airtronic.net.

Statements about the company’s expectations, including revenue and earnings and all other statements in this press release, other than historical facts, are “forward looking” statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve risks and uncertainties and are subject to change at any time. The company’s actual results could differ materially from expected results. In reflecting subsequent events or circumstances, the company undertakes no obligation to update forward looking statements.

Contact:

W.J. Delgado
916-838-8833
info@gdsi.co

Richard J. Sullivan
916-535-1713

SOURCE Global Digital Solutions


Source: PR Newswire