Copy of press release of counter-offer.
Wednesday August 18, 9:45 am ET
Board Focused on Increasing Shareholder Value and Building Industry Leader
NEW YORK--(BUSINESS WIRE)--Aug. 18, 2004--CareDecision Corporation (OTCBB:CDED - News), a leading Wi-Fi PDA technology provider to the lodging and satellite media industries and the developer of patent-pending technologies for e-health and EMR applications, announced today that the Board of Directors has reviewed an offer to merge with the previously announced entities, and has agreed unanimously to prepare two counteroffers with the hopes of moving the negotiations forward toward an agreement. The initial merger proposal would have provided for a substantial increase in the Company's market capitalization and opportunities, but the Board of Directors believes the technology and capabilities CareDecision brings to the table warrant a counteroffer.
The Board of CareDecision will provide additional updates as circumstances warrant and is moving with all due haste to reach a satisfactory conclusion on this opportunity.
"We are singularly focused on doing what will most benefit our shareholders," commented Robert Cox, CareDecision's chairman. "This opportunity is certainly compelling, and we are intrigued with the potential the surviving company would possess. However, while we believe the conversations are headed in the right direction, we think it is in the best interest of our shareholders to prepare a reasonable counteroffer designed to maximizing return while creating an exciting new organization. We are in daily contact with the Chairman of the proposed merger partner and we expect to be able to report more in the coming days."
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
This release contains forward-looking statements about our business or financial condition....................
CareDecision Corp. Receives M&A Proposal; Board to Consider Proposal and Variations in Meeting Friday
Business Wire via COMTEX
Aug 12, 2004 9:45:00 AM
NEW YORK, Aug 12, 2004 (BUSINESS WIRE) --
CareDecision Corporation (OTCBB:CDED), a leading Wi-Fi PDA technology provider to the lodging and satellite media industries and the developer of patent-pending technologies for e-health and EMR applications, announced today that its Board of Directors has received a proposal for a possible merger with a division or divisions of a $100-plus million company with interests in several areas related to the company's businesses. The Board of Directors of CareDecision will meet Friday August 13, 2004 to consider this and other opportunities, some previously discussed, with the singular objective of enhancing shareholder value.
"As a leader in the development of solutions for wireless handheld devices, we have, from time to time, received inquiries from other companies who desire to either enter this fast growing segment, or bolster their existing competitive position," commented Robert Cox, CareDecision's Chairman. "We have a responsibility to consider all offers and make the decisions which are in the best interest of our shareholders. This latest opportunity is intriguing, and potentially highly enriching."
CareDecision Corp. Counters Merger Offer
Thursday August 19, 9:15 am ET
Board Believes Existing Merger Proposal, Even Though Substantially Higher Than Current Valuation, Should Be Sweetened in Several Key Areas
NEW YORK, Aug. 19 /PRNewswire-FirstCall/ -- CareDecision Corporation (OTC Bulletin Board: CDED - News) a leading Wi-Fi PDA technology provider to the lodging and satellite media industries and the developer of patent-pending technologies for e-health and EMR applications, announced today that the Board of Directors after completing review of an offer to merge with the previously announced entities, and after unanimous concurrence, prepared counteroffers in an effort to quickly conclude the negotiations in agreement. The initial merger proposal would have provided for a substantial increase in the Company's market capitalization and opportunities, but the Board of Directors believes strongly that the company's technology and capabilities compelled counteroffer.
CareDecision Corp.'s Board plans to provide additional updates as circumstances warrant and has been assured by its proposed merger partner that all parties desire a satisfactory conclusion on this opportunity.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
I've been loading up on CDED before the buyout/merger talks started but had no inkling to what the offer price may've been set at or what CDED was countering with until I read your postings. The .08 price is certainly reasonable, maybe even a little conservative and it's still better than 50% from where CDED is today. I am certainly liking this trend. Go CDED!!
CareDecision Corp. Counters Merger Offer
Thursday August 19, 9:15 am ET
Board Believes Existing Merger Proposal, Even Though Substantially Higher Than Current Valuation, Should Be Sweetened in Several Key Areas
[This message has been edited by indamoney (edited August 22, 2004).]
CareDecision Corp. Board Seeking Enhanced Market Valuation and Added Considerations in Proposed Merger
***
NEW YORK, Aug. 23 /PRNewswire-FirstCall/ -- CareDecision Corporation (OTC Bulletin Board: CDED) a leading Wi-Fi PDA technology provider to the lodging and satellite media industries and the developer of patent-pending technologies for e-health and EMR applications, reported today that on August 17, 2004 its Board of Directors, after thorough review of the proposal to merge with the aforementioned divisions and/or subsidiary of its potential merger partner, unanimously agreed to propose changes and alternatives to the merger proposal. The Board sought additions that it believes would better solidify a market valuation in excess of $25 million for that portion of the post-merger entity to be owned by the shareholders of CareDecision
looks like .13$........
[This message has been edited by Allstocks (edited August 24, 2004).]
CareDecision Corp. to Merge with Kelly Companies Forming NEXT GENeSYS Corp.
Wednesday August 25, 9:28 am ET
NEW YORK--(BUSINESS WIRE)--Aug. 25, 2004--CareDecision Corporation (OTCBB:CDED - News):
First 12 Months Revenue Expected to Exceed $175 Million
To Grow Business Portfolio Through Exclusive Prescription Drug Delivery Programs for 40 Million Minority Americans
Merger Creates Estimated $65 Million Market Capitalization Company and Combines:
Medical and Lodging Wi-Fi Leader CareDecision Corp.
Kelly's Prescription Drug and Wireless Tech. Distribution Companies
KCWG Pharmaceutical Solutions
CareGeneration, Inc.
FutureCom Global Inc.
CareDecision Corporation (OTCBB:CDED - News), a leading Wi-Fi PDA technology provider to the lodging and satellite media industries, and the developer of patent-pending technologies for e-health and EMR applications; KCWG Pharmaceutical Solutions, a $100 million-plus wholesale prescription drug distributor; CareGeneration, Inc., an emergent provider of direct mail order distribution of retail prescription medicine for uninsured and under-insured Americans; and FutureCom Global, Inc., a leading developer and distributor of wireless products for the medical and hospitality sectors, and other applications for its product lines of Tablet PCs, PDAs, Prepaid Cellular, and Security Systems, today announced an agreement to merge, with terms based on the recent CareDecision counter-proposal, and subject only to usual and customary closing activities. The union will create a new public company with a projected market capitalization (based on expected post merger prices) of $65 million, NEXT GENeSYS Corp., which is expected to generate $175 million in revenue during the first 12 months following the merger.
In addition to growing the combined companies' existing wholesale prescription drug and e-lodging businesses, NEXT GENeSYS Corp. will initially target the 40 million minority Americans without any presently available healthcare focus through a directed campaign, in line with stated goals of both state and federal administrations, which offers prescription support via clinics, physician networks, and wellness checks. Industry analysts estimate this market will exceed $8 billion in 2006, and this merger creates an organization with the technology, capitalization and relationships with medical and government agencies necessary to capture market share. Participating clinics and medical practitioners will be provided wireless handheld devices, utilizing technology and infrastructure primarily developed by CareDecision, to prescribe prescription drugs through the Company's direct mail order fulfillment center.
"This merger is the final element in a series of strategic activities initiated over two years ago. In anticipation of such a conclusion we have conducted meetings with government officials, major pharmaceutical companies, and healthcare organizations encompassing more than 25,000 physicians. We have also developed significant infrastructure related to our mail-order pharmacy through wireless technologies," commented Ronald Kelly, the incoming Chairman and Chief Executive Officer of NEXT GENeSYS Corp. "We have basic agreements with multiple minority and other client organizations, providing confidence in our ability to achieve a significant presence in this market. Our ability to couple wireless connectivity solutions for doctors with a state-of-the-art e-pharmacy for direct drug distribution has the capability to revolutionize the way targeted Americans receive medications. We will speed delivery, minimize bureaucracy, and fulfill prescription drugs through our Illinois-based automated e-pharmacy, as we work to streamline the process and carve out a significant market share."
Keith Berman, Chief Financial Officer of CareDecision Corp., a nominee for the Board of NEXT GENeSYS Corp., and speaking for the Board of CareDecision, commented, "The current Board is satisfied that we have received fair value based on our recent counter-proposal. This merger combines organizations that are perfectly complementary, reinforcing our key strengths, funding expansion into an underserved healthcare sector, and allowing us flexibility with our ResidenceWare electronic concierge hotel networks by creating vertical integration and communications expertise. We plan a conference call with interested parties in the coming days elaborate on this exciting merger."
The convergence of companies couples CareDecision's patents-pending Wi-Fi handheld technology and installed Wi-Fi hotel e-business networks, with the wireless PC and PDA hardware distribution, wholesale and mail order retail drug and medical supply distribution, physician-to-fulfillment networks, and other wireless technology solutions brought into the new company by the Kelly companies. The merger will thus create a unique wireless-centered e-business enterprise strategically positioned to capture significant market share by delivering affordable healthcare and related technology products and services to both consumers and businesses.
Mr. Kelly concluded, "Modernizing the healthcare system is a priority for both Presidential candidates, and building upon our existing base of business through this merger will create a significant business force in accomplishing a major delivery system improvement for America's minority, uninsured and under-insured population. Our unique solution, combining the in-house technologies and technology creations, coupled with our capability to distribute prescription drugs to America's poor and under-insured at what will be perceived as discount prices, could eventually allow us to transfer our unique business model and automate the process of prescribing medicine to all Americans."
About the "Kelly-affiliated" Companies
KCWG's Pharmaceutical Solutions and the current CareGeneration are private entities, both founded and wholly-owned by Ronald R. Kelly. They are both focused upon improved healthcare through more cost-effective delivery of prescription pharmaceuticals. FutureCom Global, Inc. is a private Nevada corporation with approximately four hundred shareholders, and with majority ownership by Mr. Kelly. Currently, FCG concentrates in the development and distribution of a broad array of consumer and business electronics products, focused upon wireless solutions, including PDAs, Tablet PCs, Cellular, and Security Systems comprised of biometric and RFID product lines.
About CareDecision Corp.
CareDecision Corp is a leading provider of Internet-enhanced PDA devices applicable to healthcare, lodging, and satellite rebroadcast industries. Its proprietary ResidenceWare, MD@Hand and Satelink technologies manage critical data, enhance productivity and e-commerce, and facilitate communication with applications in the healthcare, apartment, hotel/motel and satellite rebroadcast industries
I held and tried to buy more shares today but waited to late in day. IMO it will bounce tomorrow AM and then we will see when conference call and further PR's enlighten us to further details.
quote:
Originally posted by mizzoubb_fan:
So are all of these companies consolidating under CDED`s ticker symbol? I did a search for them and none showed up on Yahoo`s symbol find. Like to know more about them.
The companies who are merging with cded are privately held. They will have to buy out the shares.
Hope you do your DD on this one and let the rest of know what you think as I have a lot of respect for your opinion from your work on other companys. After you do your DD good chance you will buy back in IMHO. Take care and good investing.
23 August 2004, 10:55am ET
NEW YORK, Aug. 23 /PRNewswire-FirstCall/ -- CareDecision Corporation (BB:CDED) a leading Wi-Fi PDA technology provider to the lodging and satellite media industries and the developer of patent-pending technologies for e-health and EMR applications, reported today that on August 17, 2004 its Board of Directors, after thorough review of the proposal to merge with the aforementioned divisions and/or subsidiary of its potential merger partner, unanimously agreed to propose changes and alternatives to the merger proposal. The Board sought additions that it believes would better solidify a market valuation in excess of $25 million for that portion of the post-merger entity to be owned by the shareholders of CareDecision Corp. The Board also proposed alternative considerations.
Mentioned Last Change
CDED 0.033 0.001dollars or (2.94%)
"As the public company in the negotiation, with an established product, strong and growing customer base, patents-pending technology and knowledge of similar companies and their valuations at a similar stage, we believed a counter proposal setting clear expectations was in order," commented Robert Cox, Chairman of CareDecision Corp. "To be clear, our discussions concerning the opportunities created by the proposed merger are certainly compelling. This Board's overriding obligation is to our shareholders, and we expect to preserve and enhance shareholder value, and we simply wanted to be clear in our discussions, receptive to shareholders desires for more information, and mindful of our fiduciary responsibility."
The Board of CareDecision Corp. will provide additional updates as circumstances warrant, potentially in the next several days.
there is also this in the 10QSB from6-30-04
it looks like this could be waht we are seeing sold--I DON'T KNOW ANYTHING FOR SURE....
During the six months ended June 30, 2004, the Company issued
77,660,500 shares of its $0.001 par value common stock to various
individuals and entities for consulting services, finders' fees
to two individuals who introduced the company to its proposed
satellite e-broadcast partner, agent's fees associated with the
company's proposed acquisition of MDU Services, Inc., agent's
fees for the introduction and fees associated with the company's
recent agreement with an e-business partner for its hotel sector
product and technical expenses incurred associated with this
agreement, documentation and initiation fees owing to the
Pinnacle Note investment, collectively valued at $988,519 and
professional fees valued at $293,855.
or this....
On July 31, 2004, a note holder elected to convert its $50,000
face value loan into 2,000,000 shares of the Company's $0.001 par
value common stock in full satisfaction of the loan plus accrued
interest.
lots of players here, and someone just wanted out quick...
[This message has been edited by glassman (edited August 26, 2004).]
Merger Creates $65M E-Pharmacy with RFID
http://www.eweek.com/article2/0,1759,1639710,00.asp
August 25, 2004
By Jacqueline Emigh
With the RFID pharmaceutical market heating up fast, four players merged Wednesday to form NEXT GENeSYS Corp., a new public company with a projected market capitalization of $65 million.
Earlier this week, Swedish-based RFID smart packaging startup Cypak announced new R&D funding. Meanwhile, analyst groups released research pointing to stronger growth for RFID in pharmaceuticals than in some other sectors.
Geared toward delivering prescription drugs directly to uninsured minority members, NEXT GENeSYS is an entity that comprises medical and hospitality RFID specialist FutureCom Global; Wi-Fi PDA maker CareDecision Corp.; mail-order pharmacist CareGeneration Inc.; and KCWG Pharmaceutical Solutions, a $100 million-plus wholesale prescription-drug provider.
"We can't really say much about this yet, but there'll be extensive use of RFID and other wireless technologies," a spokeswoman for the company said, adding that more details will be provided over the coming week.
"By bringing together cross-disciplinary expertise, the merged entity aims to avoid failures made by other companies in earlier attempts to fulfill mail-order prescriptions," the spokeswoman said.
Interesting to me in that apparently there are four companies involved not just Kelly and CDED. This explains statement CEO mentioned a few PR's ago that they were negotiating with other merger candidates (plural) in working out the details. Apparently Kelly and CDED are the operational merge partners and will likely control direction of company.
Also I find it interesting that further info is to be out 'over the coming week'. Expect a PR and perhaps the conferance call sometime next week is my take on that.
[This message has been edited by BigT1 (edited August 28, 2004).]
[This message has been edited by BigT1 (edited August 28, 2004).]
Enter Symbol:
Moving Average Graphs
Corporate Snapshot
CAREDECISION CORP
Other Dcipher reports: Analyst Rank
CDED last opened for trading at 0.035. The stock shows an intraday high of 0.038 and a low of 0.034 -a trading range of 11%. The last trade was at 0.038 volume showing 2,973,600 shares exchanging hands.
A "Price Gap" occurs on a chart as demand outweighs supply. When a stock is under accumulation and buy orders exhaust the quantity of available shares priced within a specific range, those seeking to purchase must raise their bid to reach the next point at which holders are willing to sell. With its most recent open at 0.035, CDED shows a positive opening gap of greater than 5%. If this is accompanied by strong relative volume, the stock could be beginning a new upswing. If there is no news accompanying this price increase, keep a watchful eye for continued strength.
10 Day Moving Average 50 Day Moving Average 200 Day Moving Average
The above report is based on mathematical calculations and, as such, no investment decision should be based solely on its conclusions. Follow this link for the full disclaimer.
Please forward all questions and comments concerning this report to: Dcipher@telescan.com.
Howdy!Been awhile!.....Interesting times here now.I can't make any sound conclusions at this point....only guesses!
But-like you,I've been giving this one some thought in regard to how trading will continue.
From what I can gather,CDED is the only publicly traded company of the 4 merger partners.By the way,imo,the merger does make a great deal of sense.All are bringing unique expertise that when all put together,COULD lead to something big.At least,so it seems to me.
Futurecom Global is an RFID specialist:http://www.rfidgazette.org/healthcare/index.html
CareGeneration is a mail order pharmacist.
KCWG is a 100mm$+ wholesale prescription drug provider.
So,NEXT GENeSYS may become something pretty big.But how will the stock trade?I have wondered about a near term R/M of the entities into CDED along with the associated name change just to keep it public.
However,because of the huge new networth of the company that doing so would provide,there must be some sort of share re-structuring.The shareprice would rocket from where we currently stand if it was representative of 4 companies in one.
I cannot imagine this new co. GENeSYS wanting to continue trading otcbb.However,in the interim,perhaps it will do so.It seems to me that once the new company is fully combined and operational,adjustments to the sharestructure could be made to achieve the necessary higher exchange listing requirements.
I also thought of starting out with a new listing right off the bat,with an IPO target already being set,but agree that it would take awhile,and how would CDED remain trading in the interim?.
Lots of questions!Plenty of speculating!But--it's interesting times!
For all I know---this may prove to be one of those "once in a lifetime" events for the current shareholders.(On the other hand-it may be a flop!),I don't know!But it holds potential imo.
- - - - -
View Replies »
Thanks Mizzoub as I mainly deal with fundimental DD I am always glad to see what the Techies think. Did notice CDED showed as being oversold Friday so concluded we could see strong beginning of week before I read your posts. Could be a very interesting week.
[This message has been edited by Phoenixx (edited August 30, 2004).]
September 01, 2004 10:58:00 (ET)
NEW YORK, Sep 1, 2004 (BUSINESS WIRE) -- CareDecision Corp. (CDED, Trade), a leading Wi-Fi PDA technology provider to the lodging and satellite media industries, and the developer of patent-pending technologies for e-health and EMR applications, and the Kelly Companies announced today that their respective directors will discuss the proposed merger between CareDecision and the Kelly Companies (KCWG Pharmaceutical Solutions, CareGeneration, Inc. and Futurecom Global, Inc.) with the investment community in a conference call scheduled for 2:00 p.m. (Eastern) on Wednesday, September 8, 2004.
Interested parties can access the call by dialing 800-263-8506 immediately prior to the start of the call. Following prepared comments, the respective directors will spend approximately 20 minutes responding to shareholder questions. In the interest of time, the companies request that shareholder questions be emailed to info@caredecision.net at least two hours before the scheduled start of the conference call. The directors will address as many emailed questions as time allows.
About the "Kelly-affiliated" Companies
KCWG's Pharmaceutical Solutions and CareGeneration are private entities, wholly-owned by Ronald R. Kelly. They are both focused upon improved healthcare through more cost-effective delivery of prescription pharmaceuticals. FutureCom Global, Inc. is a private Nevada corporation with majority ownership by Mr. Kelly. FCG concentrates in the development and distribution of a broad array of consumer and business electronics products.
About CareDecision Corp.
CareDecision Corp. is a leading provider of Internet-enhanced PDA devices applicable to healthcare, lodging, and satellite rebroadcast industries. Its proprietary ResidenceWare, MD@Hand and Satelink, technologies manage critical data, enhance productivity and e-commerce.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
This release contains forward-looking statements about our business or financial condition that reflect our assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. There may be other risks and circumstances that we are unable to predict. When used in this release, words such as "believes," "expects," "forecasts," "intends," "projects," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain statements not accompanied by such expressions. All forward-looking statements are intended to be covered by the safe harbor created by Section 21E of the Securities Exchange Act of 1934.
SOURCE: CareDecision Corp.
[This message has been edited by Phoenixx (edited September 08, 2004).]
[This message has been edited by indamoney (edited September 08, 2004).]
Only 'news' that was imparted in my view was when in Q&A they CDED official stated that hotel division was not a candidate for split off. That was one thing I was excited about possability of. That said his explanation that remaining a part of nextgen should help its growth and that they had technology etc that would help hotel division kind of smoothed that part over for me.
My view is this did little to bolster shareholder confidence while saying the short term shareholder has no importance to new leadership. Rather a depressing prospect.
--------------------------------------------------------------------------------
9-Sep-2004
Other Events
ITEM 8.01 OTHER EVENTS
CareDecision Corporation ("CareDecision" or the "Company")
[OTCBB: CDED] announced August 12, 2004 that our Board of Directors received a proposal for a possible merger with a division or divisions of a company with several business interests that are similar to ours. Our Board of Directors met Friday, August 13, 2004 to consider this and other opportunities, some previously disclosed, with the objective of enhancing shareholder value.
As our business focuses on the development of solutions for wireless handheld devices, we have, from time to time, received inquiries from other companies who desire to either enter this segment of the technologies industry, or bolster their existing competitive position. Our Board of Directors has a responsibility to consider all offers and to base its decisions on what is in the best interest of our shareholders.
On August 18, 2004, we announced that our Board of Directors had reviewed the above referenced merger offer, and agreed unanimously to prepare two counteroffers with the hopes of moving the negotiations forward toward an agreement. Although the merger, as proposed, would increase our market capitalization and provide for additional revenue producing opportunities, our Board of Directors prepared these counteroffers with the belief that the technology and capabilities CareDecision possesses exceed this initial offer. The Board of Directors plans to provide additional updates as circumstances warrant and believes that a satisfactory conclusion can be reached.
On August 25, 2004, our Board of Directors announced an agreement to merge with Kelly Companies forming NEXT GENeSYS Corp, with terms based on the recent CareDecision counter- proposal, and subject only to usual and customary closing activities. The union will create a new public company with an increased projected market capitalization (based on expected post merger prices).
In addition to growing the combined companies' existing wholesale prescription drug and e-lodging businesses, NEXT GENeSYS Corp. will initially target the 40 million minority Americans without any presently available healthcare focus through a direct campaign, in line with stated goals of both State and Federal administrations, which offers prescription support via clinics, physicians networks, and wellness checks.
"This merger is the final element in a series of strategic activities initiated over two years ago. In anticipation of such a conclusion, we have conducted meetings with government officials, major pharmaceutical companies, and healthcare organizations encompassing more than 25,000 physicians. We have also developed significant infrastructure related to our mail-order pharmacy through wireless technologies", commented Ronald Kelly, the incoming Chairman and Chief Executive Officer of NEXT GENeSYS Corp. "We have basic agreements with multiple minority and other client organizations, providing confidence in our ability to achieve a significant presence in this market. Our ability to couple wireless connectivity solutions for doctors with a state-of-the-art e-pharmacy for direct drug distribution has the capability to revolutionize the way we targeted Americans receive medications.
/2/
The Convergence of companies couples CareDecision's patents- pending WiFi handheld technology ad installed WiFi hotel e- business networks, with the wireless PC and PDA hardware distribution, wholesale and mail order retail drug and medical supply distribution, physician to-fulfillment networks, and other wireless technology solutions brought into the new company by the Kelly Companies. The merger will thus create a unique wireless-centered e-business enterprise strategically positioned to capture significant market share by delivering affordable healthcare and related technology products and service to both consumer and business.
Mr. Kelly concluded, "Modernizing the healthcare system is a priority for both Presidential candidates, and building upon our existing base of business through this merger will create a significant business force in accomplishing a major delivery system improvement for American minority, uninsured and under-insured population. Our unique solution, combining the in-house technologies and technology creations, coupled with our capability to distribute prescription drugs to America's poor and under-insured at what will be perceived as discounted prices, could eventually allow us to transfer our unique business model and automate the process of prescribing medicine to all Americans."
Date: August 31, 2004.
CareDecision Corporation
/s/ Keith Berman
Keith Berman, CFO
I've been waiting for some kind of guidance to determine valuation. The 3rd and 4th paragraphs from the 8k you posted seems to suggest that the merger offer is definitely above the current valuation of CDED. The 3rd paragraph states that the initial offer was above the current valuation and that CDED then counter-offered for more and then the 4th paragraph suggests that the merger is based on one of the counter-offers which should mean that it's better than the original offer. I am definitely hopefull as all shareholders are, but does anyone else see something different.