Steel Vault Corporation Finalizes Special Meeting Date of November 10, 2009 to Complete Merger with VeriChip
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Companies Will Form PositiveID to Offer Identification Tools and Technologies
for Consumers and Businesses
DELRAY BEACH, Fla.--(Business Wire)--
Steel Vault Corporation ("Steel Vault") (OTCBB: SVUL) today announced that it
has approved November 10, 2009, as the date for its special meeting of
stockholders to vote on the merger of Steel Vault and VeriChip Corporation
("VeriChip"). If the merger is approved and consummated, each share of Steel
Vault common stock will be converted into the right to receive 0.5 shares of
VeriChip common stock. No fractional shares of VeriChip common stock will be
issued in connection with the merger. Instead, VeriChip will make a cash payment
to each Steel Vault stockholder who would otherwise receive a fractional share.
In connection with the merger, VeriChip filed a Registration Statement on Form
S-4 ("S-4") containing a joint proxy statement/prospectus with the U.S.
Securities and Exchange Commission ("SEC") which was declared effective by the
SEC on October 5, 2009. If the merger is approved and consummated, VeriChip will
change its name to PositiveID Corporation and ticker symbol to PSID, and will
continue to trade on the NASDAQ Capital Market.
The S-4 is available on VeriChip's website at
www.verichipcorp.com/SEC_filings.html, and the joint proxy statement/prospectus
was mailed together with a proxy card on or around October 5, 2009, to
stockholders of record as of the close of business on September 25, 2009, the
record date for the special meetings of stockholders.
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, LLC, has specialized in providing a
variety of credit information to consumers to help protect them from identity
theft and fraud.
On September 8, 2009, Steel Vault announced it agreed to be acquired by VeriChip
Corporation to form PositiveID Corporation, subject to stockholder approval.
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.
Statements about Steel Vault`s future expectations, including the expectation
that the companies will form PositiveID to offer identification tools and
technologies for consumers and businesses, that if the merger is approved and
consummated VeriChip will change its name to PositiveID Corporation and ticker
symbol to PSID, and will continue to trade on the NASDAQ Capital Market, and
that the merger with VeriChip Corporation will 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 Steel Vault`s actual results could differ materially
from expected results. 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 December 24, 2008, 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.
Steel Vault Corporation
Allison Tomek, 561-805-8000
atomek@steelvaultcorp.com
Copyright Business Wire 2009
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