VeriChip Corporation (NASDAQ: CHIP) ("VeriChip"), a provider of
radio frequency identification (RFID) systems for healthcare and
patient-related needs, and Steel Vault Corporation (OTCBB: SVUL)
("Steel Vault"), a premier provider of identity security products
and services, announced today that VeriChip has agreed to acquire
Steel Vault and form PositiveID Corporation to offer identification
tools and technologies for consumers and businesses. In conjunction
with the merger, VeriChip plans to change its name to PositiveID
and continue to trade on the NASDAQ. PositiveID intends to change
its ticker symbol to "PSID" upon closing of the transaction.
The formation of PositiveID represents the convergence of a
pioneer in personal health records, VeriChip, with a leader in the
identity security space, Steel Vault, focused on access and
security of a consumer's critical data. The companies believe that
joining personal health records and identity security solutions
provides a solid foundation for organic growth and a strong,
flexible platform for future offers.
Under terms of the agreement, Steel Vault stockholders will
receive 0.5 shares of VeriChip common stock for every share of
Steel Vault common stock held. The outstanding stock options and
warrants of Steel Vault will also be converted at the same ratio.
This merger is a stock–for–stock transaction, is expected to be a
tax free exchange, and is expected to close in the fourth quarter
of 2009. Regulatory approvals and affirmative stockholder votes are
required from VeriChip and Steel Vault.
It is expected that Scott R. Silverman, the current Chairman and
CEO of VeriChip, will become PositiveID’s Chairman and CEO, and
that William J. Caragol, the CEO of Steel Vault, will become
PositiveID's President and Chief Operating Officer.
Commenting on the transaction, Mr. Silverman stated, "We believe
the acquisition of Steel Vault will provide a powerful platform to
differentiate ourselves among both the consumer and medical
community. PositiveID will be the first company of its kind to
combine a successful identity security business with one of the
world's first personal health records through our Health Link
business. PositiveID will address some of the most important issues
affecting our society today with our identification tools and
technologies for consumers and businesses."
Continued Silverman, "VeriChip will be able to market its
personal health record offerings to the rapidly growing customers
of Steel Vault, while Steel Vault should be able to further expand
its customer base by offering a unique suite of both security and
healthcare offerings. As we focus on securing consumers' financial
information and addressing the critical need for secure, online
personal health records, we believe we are well positioned to
benefit from federal stimulus funding. We will keep patients
involved in their health care as medical records migrate to the
Internet."
Mr. Caragol stated, "We believe this merger provides value for
both companies’ stockholders and enables us to offer customers a
broader array of value-added services. PositiveID puts people in
control of their personal health records and financial security,
bridging the gap between secure medical records and identity
security. The formation of PositiveID will facilitate
cross-marketing opportunities across our customer bases, enabling
both organic growth and growth through acquisition of companies and
services that provide complementary identification tools and
technologies. By combining these two companies, including
VeriChip’s solid balance sheet and Steel Vault’s growing revenue
producing identity security business, and continuing the expansion
of our product offerings, we believe we can continue to increase
our customer retention and maximize stockholder value. On a pro
forma basis, PositiveID has more than $4 million in cash and no
debt."
Identity theft is the number one crime in the United States and
as many as 10 million people are victims each year. Additionally,
medical errors contribute to countless deaths each year due to a
lack of or incorrect patient information. PositiveID will address
the significant market need to monitor critical data on an ongoing
basis to protect consumers and ensure data integrity and
safety.
Each of the boards of directors of VeriChip and Steel Vault
unanimously approved the merger agreement, based on the unanimous
recommendation of the special committee of independent directors of
the applicable company. The special committees for VeriChip and
Steel Vault each retained independent legal and financial advisors
to advise its respective committee. Steel Vault hired Hyde Park
Capital Advisors LLC and VeriChip hired Ladenburg Thalmann &
Co. Inc. to provide fairness opinions in connection with the
transaction.
About Steel Vault Corporation
Steel Vault, formerly known as IFTH Acquisition Corp., is a
premier provider of identity security products and services,
including credit monitoring, credit reports, and other identity
theft protection services. Since 2004, its subsidiary, National
Credit Report.com, has specialized in providing a variety of credit
information to consumers to help protect them from identity theft
and fraud.
About VeriChip Corporation
VeriChip Corporation, headquartered in Delray Beach, Florida,
has developed the 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 and corresponding personal
health record, 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
e-mail info@verichipcorp.com. Additional information can be found
online at www.verichipcorp.com.
Forward Looking Statements
Information contained in this press release may contain
forward-looking statements, including, for example, the expectation
that VeriChip will change its name and trading symbol after the
merger, the expectation that the merger will close in the fourth
quarter of 2009, the belief that the joining of personal health
records and identity security solutions provides a solid foundation
for organic growth and a strong, flexible platform for future
offers, the expectation that after the merger Scott R. Silverman
will be chairman and CEO and William J. Caragol will be president
and chief operating officer of PositiveID Corporation, the belief
that PositiveID Corporation will benefit from federal stimulus
funding and that it will be well positioned to fill the data
monitoring needs for both consumers and businesses, the belief that
the merger provides value for both companies’ stockholders and
enables PositiveID Corporation to offer its customers with
additional value-added services, the expectation that the formation
of PositiveID Corporation will facilitate cross-marketing
opportunities across the companies’ customer bases, enabling both
organic growth and growth through acquisition of companies and
services that provide complementary identification tools and
technologies, the belief that by combining two similar business
models with an expanded product offering, PositiveID Corporation
can increase its customer retention and therefore deliver stronger
financial results to maximize stockholder value. These
forward-looking statements are not statements of historical facts
and represent only VeriChip’s and/or Steel Vault’s beliefs
regarding future performance, which is inherently uncertain. There
are a variety of factors, many of which are beyond VeriChip's and
Steel Vault's control, which affect operations, performance,
business strategy and results and could cause actual results and
experience to differ materially from the expectations and
objectives expressed in any forward-looking statements. These
factors include, but are not limited to, (1) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the Agreement and Plan of Reorganization;
(2) the inability to complete the merger due to the failure to
obtain the requisite stockholder approval or the failure to satisfy
other conditions to the merger; (3) those factors set forth in
VeriChip’s Form 10-K, Form 10-Q and other filings with the SEC;
(4) those factors set forth in Steel Vault’s Form 10-K, Form
10-Q and other filings with the SEC; and (4) the risk that
expected synergies and benefits of the merger will not be realized
within the expected time frame or at all. Many of the factors that
will determine the outcome of the subject matter of this
communication are beyond VeriChip’s or Steel Vault's ability to
control or predict. Neither VeriChip nor Steel Vault undertake any
obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result
of new information, future results or otherwise.
Additional Information and Where to Find It
In connection with the merger, VeriChip intends to file with the
Securities and Exchange Commission (“SEC”) a Registration Statement
on Form S-4 that will contain a Joint Proxy Statement/Prospectus of
VeriChip and Steel Vault. Investors and security holders are urged
to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully when they become available because
they will contain important information about VeriChip, Steel Vault
and the proposed transaction. The Joint Proxy Statement/Prospectus
and other relevant materials (when they become available), and any
other documents filed with the SEC, may be obtained free of charge
at the SEC’s web site (www.sec.gov). In addition, investors and
security holders may obtain a free copy of other documents filed by
VeriChip or Steel Vault by directing a written request, as
appropriate, to VeriChip at 1690 South Congress Avenue, Suite 200
Delray Beach, Florida 33445, Attention: Investor Relations, or to
Steel Vault at 1690 South Congress Avenue, Suite 200 Delray Beach,
Florida 33445, Attention: Investor Relations. Investors and
security holders are urged to read the Joint Proxy
Statement/Prospectus and the other relevant materials when they
become available before making any voting or investment decision
with respect to the proposed transaction.
VeriChip, Steel Vault and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction.
Information regarding the interests of these directors and
executive officers in the proposed transaction will be included in
the Joint Proxy Statement/Prospectus referred to above. Additional
information regarding the directors and executive officers of
VeriChip is also included in VeriChip's Form 10-K, which was filed
with the SEC on February 12, 2009. Additional information regarding
the directors and executive officers of Steel Vault is also
included in Steel Vault's proxy statement (Form DEF 14A) for
the 2009 annual meeting of Steel Vault's stockholders, which was
filed with the SEC on February 9, 2009. These documents are
available free of charge at the SEC’s website (www.sec.gov) and by
contacting Investor Relations at the addresses above.
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