VeriChip Corporation Completes Sale of Xmark Corporation to Stanley for $47.9 Million Cash
18 7월 2008 - 11:01PM
Business Wire
VeriChip Corporation (the "Company") (NASDAQ:CHIP), a provider of
radio frequency identification (RFID) systems for healthcare and
patient-related needs, today announced it has completed the sale of
its wholly-owned Canadian subsidiary, Xmark Corporation (�Xmark�),
to Stanley Canada Corporation, a wholly-owned subsidiary of The
Stanley Works (�Stanley�) for $47.9 million in cash, which consists
of the $45 million purchase price plus a balance sheet adjustment
of $2.9 million. Under the terms of the Stock Purchase Agreement
between the Company and The Stanley Works, the Company will use the
proceeds of the sale of Xmark to retire all of the Company�s
outstanding debt. The Company expects to realize net proceeds,
after retiring its outstanding debt, paying transaction related
costs, and other contractual commitments, of approximately $24.8
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 currently estimated to be at least $15 million. Scott
R. Silverman, departing Chairman and Chief Executive Officer of
VeriChip, said, �We are pleased to have completed the sale of Xmark
to The Stanley Works. We believe the transaction, which provided an
excellent valuation for Xmark, was in the best interest of our
stockholders. It will enable us to pay off all of our outstanding
debt and issue a special cash dividend to our stockholders.
Furthermore, the search for potential buyers of our VeriMed Health
Link business continues. The Company looks forward to updating you
on the possible sale of that business or the entire Company and any
additional cash dividend that may be paid to stockholders.� �I want
to thank Bill Caragol, Dan Gunther, Mike Feder, the Board of
Directors and the entire VeriChip team for their hard work and
dedication,� continued Silverman. �It has been an honor to work
with all of you. You have taught me a lot and I wish you all the
best.� As previously announced, Scott R. Silverman and the Company
mutually agreed that at the closing of the transaction Mr.
Silverman would no longer be an officer or director of the Company.
William J. Caragol continues as the Company�s President and Chief
Financial Officer. Joseph J. Grillo, President and Chief Executive
Officer of Digital Angel Corporation (NASDAQ:DIGA), the Company�s
48% stockholder, has replaced Mr. Silverman as Chairman of the
Company�s Board of Directors. Commenting on the transaction and Mr.
Silverman�s departure, Joseph J. Grillo, Chief Executive Officer of
Digital Angel Corporation and new Chairman of VeriChip Corporation
stated, �I share Scott�s views about the completion of the sale of
the Xmark business. Not only does it benefit VeriChip�s
stockholders but it also significantly strengthens Digital Angel�s
balance sheet. I look forward to working with the current VeriChip
Board. On behalf of both Boards and on behalf of all our
stockholders, I want to thank Scott for his years of service to
VeriChip, Applied Digital, Digital Angel and all related companies.
His professionalism, tenacity and perseverance for 13 years
exemplifies his dedication to the success of these businesses. We
wish him the best of luck.� 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. In 2007 the Company 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,
satisfaction of certain liabilities and associated Company costs,
the expectation that the Company will realize net proceeds, the
potential range per share of any available proceeds to distribute
to stockholders, the intention to fund a cash dividend to
stockholders, and statements about management�s expectations
regarding the sale of Xmark. 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, 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, our
ability to successfully implement our business strategy; our
expectation that we will incur losses, on a consolidated basis, for
the foreseeable future; our reliance on third-party dealers to
successfully market and sell our products; uncertainty as to
whether a market for our VeriMed Health Link system will develop
and whether we will be able to generate more than a nominal level
of revenue from the sale of these systems; and market acceptance of
our VeriMed Health Link system, which will depend in large part on
the future availability of insurance reimbursement for the VeriMed
Health Link system microchip implant procedure from government and
private insurers, and the timing of such reimbursement, if it in
fact occurs. 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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