VeriChip and Steel Vault Corporation has announced that VeriChip has agreed to acquire Steel Vault and form PositiveID 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 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 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 Silverman, the current chairman and CEO of VeriChip, will become PositiveID’s chairman and CEO, and that William Caragol, the CEO of Steel Vault, will become PositiveID’s president and chief operating officer.