VeriChip Corp. & RECEPTORS LLC Announce Webcast Details for Today's Event to Unveil Development Details of Virus Triage Detec...
October 22 2009 - 9:00AM
Business Wire
VeriChip Corporation (“VeriChip”) (NASDAQ: CHIP) and its
development partner RECEPTORS LLC ("RECEPTORS"), a technology
company whose AFFINITY by DESIGN™ chemistry platform can be applied
to the development of selective binding products, announced webcast
details for today's event for the medical, patient and investor
communities in New York to unveil details of their virus triage
detection system for the H1N1 virus and Phase II development of an
in vivo glucose-sensing RFID microchip.
The event will take place at the Grand Hyatt at 4:30 p.m. ET and
feature a presentation by Robert E. Carlson, Ph.D., President and
Chief Science Officer of RECEPTORS LLC, and an expert in the field
of proteomics and the development of artificial receptors. A
webcast of the event will be available at www.verichipcorp.com in
the Investor Relations section under Events &
Presentations.
About RECEPTORS LLC
RECEPTORS LLC develops SMART MATERIALS products for laboratory,
clinical, industrial hygiene and healthcare use that selectively
capture and measure chemical, biochemical and cellular targets from
complex biological, environmental or industrial samples. The
Company's patented AFFINITY by DESIGN™ platform has broad
applicability, ranging from the isolation of disease pathway
proteins for drug discovery and production of therapeutic
antibodies, to the capture of bacteria and viruses for disinfection
and diagnostic purposes. RECEPTORS LLC is a private company based
in suburban Minneapolis, Minnesota. For further information please
visit http://www.receptorsllc.com.
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 its
development of a triage detection system, the expectation that the
triage detection system, if developed, will function as intended
and be a marketable product, the expectation that Phase II will
demonstrate a glucose concentration response in the presence of
blood and interstitial fluid matrix components, the ability of
RECEPTORS LLC to complete the Phase II goal, the expectation that
the merger 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
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 microchip,
the market acceptance of the microchip, the Company’s and
RECEPTORS’ ability to develop a microchip, the validity, scope and
enforceability of the Company’s patents and those related to the
microchip, the protection afforded by the Company’s patents and
those related to the microchip, the Company’s ability to complete
the development phases in certain time frames, government
regulations relating to the microchip, the Company’s ability to
fund the continued development of the 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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