VeriChip Corporation Agrees to Sell Xmark Corporation to The Stanley Works for $45 Million Cash
16 5월 2008 - 5:10AM
Business Wire
VeriChip Corporation (the "Company") (NASDAQ:CHIP), a provider of
radio frequency identification (RFID) systems for healthcare and
patient-related needs, has entered into a definitive stock purchase
agreement with The Stanley Works ("Stanley") for the sale of its
wholly-owned Canadian subsidiary, Xmark Corporation (�Xmark�), for
$45 million in cash. Following the completion of the sale of Xmark
to Stanley, the Company will retire all of its outstanding debt.
The Company expects to realize net proceeds, after retiring its
outstanding debt, paying transaction related costs, and other
contractual commitments, of approximately $21.4 million. Under the
terms of the stock purchase agreement, $4.5 million of the proceeds
will be held in escrow for a period of 12 months. The Company
intends to fund a special dividend to stockholders estimated to be
at least $15 million. The record date for this special dividend
will be set and will be announced in the proxy statement. As of May
15, 2008, the Company had approximately 11.0 million common shares
outstanding. The Company also announced that it has retained the
investment banking firm of Kaufman Bros., L.P., to assist in the
sale of the Company�s VeriMed Health Link business, and the
possible sale of the entire Company, after the sale of Xmark. The
Company intends to propose a second, special dividend to its
stockholders consisting of all of the remaining distributable cash
then held by the Company following any sale of the VeriMed Health
Link business or the Company and the release of the escrowed funds.
At the closing of the Xmark transaction, Scott R. Silverman and the
Company have mutually agreed that Mr. Silverman will no longer be
an officer or director of the Company, although he will remain
active as a consultant in the sale of the VeriMed Health Link
business and the Company. William J. Caragol will continue as
President and Chief Financial Officer of the Company. Joseph J.
Grillo, President and Chief Executive Officer of Applied Digital
Solutions, Inc. d/b/a Digital Angel (NASDAQ: DIGA), will replace
Mr. Silverman as a Board Member of the Company, as its Chairman.
The Xmark transaction is not subject to any financing conditions
and is subject to approval by the Company�s stockholders. The
Company�s 48.2% stockholder, Digital Angel, along with Scott R.
Silverman, the Company's chief executive officer, have formally
agreed to vote in favor of the transaction. Proxy Statement The
Company plans to file with the Securities and Exchange Commission
("SEC") and mail to its stockholders a proxy statement in
connection with the special meeting of stockholders to be called to
approve the Xmark transaction. The proxy statement will contain
important information about the Company, the transaction and
related matters. Investors and stockholders are urged to read the
proxy statement carefully when it is available. Investors and
stockholders will be able to obtain free copies of the proxy
statement and other documents filed with the SEC by the Company
through the web site maintained by the SEC at www.sec.gov. In
addition, investors and stockholders will be able to obtain free
copies of the proxy statement from the Company by contacting Kay E.
Langsford, at 1690 Congress Avenue, Suite 200, Delray Beach,
Florida 33445. Participants in the Solicitation The Company and its
executive officers and directors may be deemed, under SEC rules, to
be participants in the solicitation of proxies from the Company�s
stockholders with respect to the proposed Xmark transaction.
Information regarding the executive officers and directors of the
Company is included in its Form 10-K/A filed with the SEC on April
29, 2008. More detailed information regarding the identity of
potential participants, and their direct or indirect interests, by
securities, holdings or otherwise, will be set forth in the proxy
statement to be filed with the SEC in connection with the proposed
Xmark transaction. About VeriChip Corporation VeriChip Corporation,
headquartered in Delray Beach, Florida, develops, markets and sells
RFID systems used to identify, locate and protect people and
assets. The Company recently began marketing its VeriMed� Health
Link System for rapidly and accurately identifying people who
arrive in an emergency room and are unable to communicate. This
system uses the first human-implantable passive RFID microchip,
cleared for medical use in October 2004 by the United States Food
and Drug Administration. For more information on VeriChip, please
call 1-800-970-2447, or email info@verichipcorp.com. Additional
information can be found online at www.verichipcorp.com. Forward
Looking Statements Certain statements made in this press release
are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are statements regarding the intent, belief or current
expectations, estimates or projections of the Company, its
directors or its officers, and include among other items statements
regarding the timing of distributing a proxy statement and holding
a stockholder meeting, the closing of the Xmark transaction with
Stanley, and of the plan to sell the VeriMed Health Link business
or the entire Company and to distribute proceeds to stockholders
following repayment of debt, satisfaction of certain liabilities
and associated Company costs, and the availability of proceeds, as
well as the potential range per share of any available proceeds, to
distribute to stockholders assuming completion of these
transactions. When used in this release, the words "expects,"
"anticipates," "intends," "plans," "believes," "seeks,"
"estimates," and similar expressions are generally intended to
identify forward-looking statements. Because such statements
involve risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Although the Company believes that its expectations are
based on reasonable assumptions, it can give no assurance that the
anticipated results will occur. Important factors that could cause
the actual results to differ materially from those in the
forward-looking statements include, among other items, management's
ability to successfully satisfy the conditions to the closing of
the Xmark transaction with Stanley, the ability of the Company to
comply with its obligations under agreements governing indebtedness
or obtain waivers from lenders in the event of non-compliance, the
continued availability of liquidity and capital resources required
to complete these transactions, particularly in the event that such
transactions require more time than management anticipates, and
other factors. Additional information about these and other factors
that could affect the Company�s business is set forth in the
Company�s various filings with the Securities and Exchange
Commission, including those set forth in the Company�s 10-K filed
on March 28, 2008, as amended, under the caption �Risk Factors.�
The Company undertakes no obligation to update or release any
revisions to these forward-looking statements to reflect events or
circumstances after the date of this statement or to reflect the
occurrence of unanticipated events, except as required by law.
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