VeriChip Corporation ("VeriChip" or the "Company") (NASDAQ:CHIP)
today announced that it has selected Raytheon Microelectronics
España (operating as “ELCAN Optical Technologies") for the
production of the Company's radio frequency identification (RFID)
implantable microchips, including its existing VeriChip microchip
for patient identification, its new 8 millimeter microchip for use
in Medical Components, Inc.'s (Medcomp) vascular access medical
devices, and its glucose-sensing RFID microchip currently under
development with RECEPTORS, LLC.
In December 2008, VeriChip purchased all intellectual property
related to its implantable RFID business line from Digital Angel
Corporation and canceled its manufacturing relationship. Now, the
Company is properly aligned and prepared to re-establish its
manufacturing capabilities and has chosen to do so with ELCAN
Optical Technologies.
Scott R. Silverman, VeriChip's Chairman and CEO, said, "We are
pleased to partner with a company that has the name and reputation
that ELCAN brings with it."
About ELCAN Optical Technologies (Raytheon Microelectronics
España)
ELCAN Optical Technologies is a fully integrated provider of
custom, precision optical and electronic solutions for medical,
defense & security and commercial customers. ELCAN Optical
Technologies, with manufacturing facilities in Midland Ontario,
Richardson Texas and Málaga Spain is part of the Raytheon Network
Centric Systems group of companies. The Raytheon Company, with 2008
sales of $23.2 billion, is a technology leader specializing in
defense, homeland security and other government markets throughout
the world. Raytheon provides state-of-the-art electronics, mission
systems integration and other capabilities in the areas of sensing;
effects; and command, control, communications and intelligence
systems, as well as a broad range of mission support services. With
headquarters in Waltham, Mass., Raytheon employs 73,000 people
worldwide.
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.
On September 8, 2009, VeriChip Corporation announced it agreed
to acquire Steel Vault Corporation (OTCBB: SVUL) to form PositiveID
Corporation. PositiveID will provide identification technologies
and tools to protect consumers and businesses. The companies expect
the merger to close in the fourth quarter of 2009.
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.
Statements about VeriChip’s future expectations, including that
the Company is properly aligned and prepared to re-establish its
manufacturing capabilities, that the name and reputation that ELCAN
brings with it will benefit the Company, the Company’s and
RECEPTORS’ ability to successfully develop a glucose-sensing
RFID microchip, that the companies expect the merger to close
in the fourth quarter of 2009, and all other statements in this
press release other than historical facts are “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934, and as
that term is defined in the Private Litigation Reform Act of 1995.
Such forward-looking statements involve risks and uncertainties and
are subject to change at any time, and VeriChip’s actual results
could differ materially from expected results. These risks and
uncertainties include the Company’s ability to successfully develop
and commercialize the glucose-sensing microchip, the market
acceptance of the glucose-sensing microchip, the Company’s and
RECEPTORS’ ability to develop a glucose-sensing microchip, the
validity, scope and enforceability of the Company’s patents and
those related to the glucose-sensing microchip, the protection
afforded by the Company’s patents and those related to the
microchips, the Company’s ability to complete the development
phases in certain time frames, government regulations relating to
the microchips, the Company’s ability to fund the continued
development of the glucose-sensing microchip, the timing and
success of submission, acceptance and approval of required
regulatory filings; as well as certain other risks. 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 February 12, 2009, 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.
Additional Information and Where to Find It
On September 8, 2009, VeriChip and Steel Vault issued a joint
press release announcing the signing of an Agreement and Plan of
Reorganization, among VeriChip, Steel Vault and VeriChip
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of VeriChip (the “Acquisition Subsidiary”), pursuant to
which the Acquisition Subsidiary will be merged with and into Steel
Vault, with Steel Vault surviving and becoming a wholly-owned
subsidiary of VeriChip (the “Merger”). Upon the consummation of the
Merger, each outstanding share of Steel Vault’s common stock will
be converted into 0.5 shares of VeriChip common stock.
In connection with the Merger, VeriChip filed 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 because they 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 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, as amended. 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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