Authentidate Holding Corp. Acquires Outstanding Authentidate International AG Shares
Authentidate International Now 100% - Owned Subsidiary of Parent Company
SCHENECTADY, N. Y.
March 20, 2002
Authentidate Holding Corp. ("AHC") (Nasdaq: ADAT) today announced the acquisition of the remaining 61% of the outstanding stock of Authentidate International, AG ("International"). As a result of this action, effective as of March l5th 2002, International is now a wholly owned subsidiary of Authentidate Holding Corp. and its affiliates. International, with its principal place of business located in Ratingen Germany, provides "content security" software services in the European marketplace. With this acquisition AHC now has exclusive worldwide rights to the sales and marketing of the Authentidate product line. The purchase was completed for an aggregate total of 1,402,500 shares of AHC common stock and 100,000 warrants to purchase AHC shares at an exercise price of $5.00 per share. As part of the purchase the Sellers also returned 250,000 issued and outstanding stock purchase warrants to purchase AHC shares at an exercise price of $8.31 per share. The Sellers have agreed that their shares received for this sale may only be sold in increments of 1124th of the total shares issued for this sale per month. In connection with the transaction, Jan Wendenburg the President of International, entered into a new three-year employment agreement.
"International electronic commerce continues to grow and the need for content security along with it," noted John Botti, Chairman and CEO of Authentidate Holding Corp. "By having complete control of Authentidate International, AG we will be able to offer a unified and full suite of security solutions to a global customer base that operates across borders under a variety of regulations based on local geographies. The broad scope and value-added benefits of our products could further our efforts to establish Authentidate Holding Corp. as the international 'content authority' which we expect will result in significant global sales and profit opportunities."
According to Jan Wendenburg, CEO of Authentidate International AG, "Authentidate in Europe, as one of the very few certified certificate providers approved by the German government, is now the first company to offer an international platform for signing and timestamping. We are very pleased to join with our colleagues in the United States in this exciting challenge."
"Our U.S-team, combined with our European counterparts, represent a formidable group that can create, coordinate and deliver worldwide security solutions," said Rob Van Naarden, CEO of Authentidate, Inc. "We look forward to working with them on establishing Authentidate as the standard for content authentication."
About Authentidate Holding Corp.
Authentidate Holding Corp. (NASDAQ: ADAT) is the parent company of four businesses: Authentidate™ Inc., DocSTAR, DJS Marketing Group/Computer Professionals International and Trac Medical Solutions, Inc. Authentidate, Inc. has patent-pending status for its innovative technology that can verify the authenticity of digital data with virtual certainty. DocSTAR is a complete solution for storing and retrieving paper files electronically. DJS Marketing Group/Computer Professionals International performs computer integration services and markets computer products. Trac Medical is a developer of solutions that utilize the Internet and Authentidate technology to improve speed, accuracy and security in processing medical forms.
This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Act of 1934. When used in this release, the words "believe," "anticipate," "think," "intend," "plan," "will be," "expect," and similar expressions identify such forward-looking statements. Such statements regarding future events and/or the future financial performance of The Company are subject to certain risks and uncertainties, which could cause actual events or the actual future results of the Company to differ materially from any forward-looking statement. Such risks and uncertainties include, among other things, the availability of any needed financing, the Company’s ability to implement its business plan for various applications of its technologies, the impact of competition, the management of growth, and the other risks and uncertainties that may be detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
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