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GDSI Form 8-K Announces Two Planned Acquisitions and Unsolicited LOI to Freedom Group

Personalized Gun Control – Global Digital Solutions Announces GDSI Gatekeeper

Strategic Plans and Expected Near-Term Results Announced


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GDSI has announced an agreement to acquire a leading original device manufacturer (ODM) design and engineering services company that will give us the ability to simulate and analyze prospective inventions and designs prior to making a commitment to license or acquire the technology.

ADVANCED TECHNOLOGY  RESEARCH & DEVELOPMENT

GDSI has filed a Form 8-K with the Securities and Exchange Commission (“SEC”) providing information regarding three proposed transactions, including an unsolicited letter of intent to acquire Remington Outdoor Company, Inc., also known as Freedom Group, Inc. (“Freedom”). GDSI has made an unsolicited offer to purchase Freedom for $1.082 billion in cash and shares of GDSI’s common stock.  Freedom has estimated that its net sales for 2013 will be in the range of $1.250 billion to $1.275 billion and that its adjusted EBITDA will be in the range of $235 million to $240 million.  The Form 8-K may be accessed at www.sec.gov or from the Investor Relations page of this website.

Freedom describes itself as the world's leading innovator, designer, manufacturer and marketer of firearms, ammunition and related products for the hunting, shooting sports, law enforcement and military markets. It indicates that, as one of the largest manufacturers in the world of firearms and ammunition, it has some of the most globally recognized brands including Remington®, Bushmaster® Firearms, DPMS/Panther Arms™, Marlin®, H&R®, The Parker Gun™, Mountain Khakis®, Advanced Armament Corp. ®, Dakota Arms®, Para™ USA and Barnes® Bullets.  

As described in the Form 8-K, GDSI has also entered into non-binding letters of intent relating to the proposed acquisitions of two privately held, U.S.-based companies.  One involves a technology and development services firm with annual revenue of approximately $25 million. The other is a military and law enforcement supply and distribution company with annual revenue of approximately $30 million.  

Richard J. Sullivan, GDSI’s Chairman and CEO, offered several reasons for optimism regarding the proposed acquisitions discussed in the Form 8-K filing and the company’s overall strategy for profitable growth going forward:

“The GDSI team is extremely excited and confident about all three of these proposed acquisitions.  There are powerful synergies between Freedom and the two other companies that will fuel our future growth along with the transformation of the cyber arms industry.  Cyber-based technologies, coupled with enhanced digital product development and distribution, will be key factors in achieving results that could match – and probably even exceed – what we were able to produce at Digital Angel Corp and Applied Digital Solutions (“Applied”).  At Applied, we saw our market capitalization reach $2.5 billion, roughly five times revenue and nearly 25 times EBITDA.

“Results like these truly represent the baseline of our expectations going forward.   As discussed previously, we plan to follow a similar acquisition strategy to the one we successfully pursued at Applied.  Under my leadership at Applied, the GDSI team successfully executed a private-to-public company roll-up totaling some 42 acquisitions and growing annual revenue from $1 million to $350 million over five years.  

“This model, which takes advantage of market trends, technological advances and industry consolidations to fuel profitable growth, presents a value proposition that is perfectly suited to the military armament industry, an industry that is heavily fragmented and evolving rapidly toward a RFID/WiFi-enabled technology platform.  In this dynamic environment, we see enormous opportunity to consolidate this market with a program of targeted acquisitions, including the proposed Freedom transaction.  Technological convergence is the future in the cyber/smart arms arena and we’re eager to leverage our proven history of success by helping Freedom and others navigate the transition from analog to digital.  

“Our team plans to drive unprecedented consolidation and convergence in the cyber arms arena at least in part through the acquisition strategy outlined in our Form 8-K filing and elsewhere.  We’ll also do this by leveraging technologies like GDSI Gatekeeper, which we announced on January 23, 2014.  Gatekeeper represents a revolutionary suite of technology-enhanced services that offer personalized, digital small arms safety and security solutions in commercial and military-related markets.

“The bottom line is:  Our excitement and confidence derive from the fact that we’ve done this before and we see enormous potential that we’ll be able to do it again.”    

Read about GDSI’s Acquisition and Growth Strategy

LETTER TO REMINGTON OUTDOOR COMPANY FROM GDSI’S CHAIRMAN

March 17, 2014


Mr. George K. Kollitides, Chairman & CEO

Remington Outdoor Company, Inc.

870 Remington Drive

Madison, NC  27025-1776


RE: GDSI’s Unsolicited Offer to Buy Remington Outdoor Company (“ROC”)


Dear Mr. Kollitides:


It has come to my attention that GDSI's filing of a Form 8-K and companion press release last Tuesday, March 11th, has been misconstrued and mischaracterized in certain media accounts.  I wish to dispel these misguided notions and set the record straight. And I am happy to speak with you directly by phone or in person to resolve any misunderstandings.


First, GDSI is serious and qualified in its commitment to acquire ROC.  In the last company (Applied Digital Solutions, Inc. - NASDAQ:ADSX) which I built from a $60K investment, revenues grew to over $350MM from $1MM through 42 acquisitions, and shareholder value increased to $2.5B over a five-year period.  I have led manufacturing companies and created shareholder wealth of significance over the past half century.


Second, I am prepared to work with you and ROC senior management to ensure a smooth, seamless and successful transition. GDSI's plan is not to run and operate ROC. That is the role of ROC management. GDSI's value and contribution to shareholder's equity stem from our proven record of success (same management from ADSX) in helping to integrate transformative technologies; fortify brand leadership strategy through partnerships and alliances; and provide stable, long-term capital through a global shareholder base devoid of divestiture mandates and/or other regulatory limitations.


Third, it is precisely because the ROC sale process last year was inconclusive that the GDSI offer merits fair, complete review and consideration.  Our view is that ROC is a valuable and iconic global brand leader that deserves a better alignment between shareholder base and the business/industry which ROC serves.  I am confident that an open and earnest discussion between us will yield a mutually acceptable understanding that GDSI represents an extremely attractive liquidity partner for ROC.


Yours truly,


Richard J. Sullivan

Chairman & CEO


GDSI Announces Unsolicited  Letter of Intent to Acquire  Remington Outdoor Company

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FORM 8-K GIVES INFORMATION ON PROPOSALS TO ACQUIRE TWO ADDITIONAL U.S.-BASED COMPANIES

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