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VeriChip Corporation
Completes Sale of Xmark Corporation to Stanley for $47.9 Million
Cash
DELRAY BEACH, FL – July 18, 2008 –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.
Contact:
VeriChip Corporation
Allison Tomek
561-805-8044
atomek@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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