NEW BRITAIN, Conn., May 15 /PRNewswire-FirstCall/ -- The Stanley Works
(NYSE: SWK) announced that it has entered into an agreement to purchase the
outstanding shares of Xmark Corporation, a wholly-owned subsidiary of
VeriChip Corporation (Nasdaq: CHIP) for $45 million cash. Xmark, whose
headquarters and principal operations are located in Ottawa, Canada
develops, markets and sells RFID-based systems used to identify, locate and
protect people and assets.
Xmark focuses on three vertical markets: providing infant security
systems under the Hugs(R) and Halo(R) brands, wander protection systems
under the RoamAlert(R) brand, and hospital asset tracking systems under the
Assetrac(R) brand.
John F. Lundgren, Chairman and Chief Executive Officer of The Stanley
Works, commented: "The combination of Xmark's capabilities, including its
products, associates and dealer channels, with those of our own personal
security business enables us to provide our customers a wider array of
value-added products and services, which should help our security business
achieve higher growth and enhance its already strong profitability."
Xmark, with annual revenues in excess of $30 million, will operate as a
part The Stanley Works' Security segment. The acquisition, which is
expected to be completed during the third quarter or early in the fourth
quarter following an affirmative vote by a majority of VeriChip's
stockholders, will have little to no impact on The Stanley Works' earnings
and cash flows in 2008 and is expected to be nominally accretive to
earnings and cash flows in 2009.
Stanley Works Contact: Greg Waybright - Interim VP, Investor Relations,
(860) 827-3544; gwaybright@stanleyworks.com
VeriChip Contact: Jay F. McKeage - VP, Corporate Development,
(561) 805-8041; jmckeage@verichipcorp.com
Additional Information About The Stanley Works
The Stanley Works, an S&P 500 company with 2007 revenues of $4.5
billion, is a diversified worldwide supplier of tools and engineered
solutions for professional, industrial, construction and do-it-yourself
use, and access security solutions for commercial applications. For over
165 years, the Stanley(R) brand has been synonymous with quality, reliable
products. Its well-known tool and storage brands include Stanley(R) as well
as FatMax(R), Facom(R), Bostitch(R), Jensen(R), Mac(R), Proto(R), La
Bounty(R), Vidmar(R), InnerSpace(R), CST(R), David White(R) and ZAG(R).
Security Solutions brands include Stanley(R), Best(R), National(R), HSM(R),
Blick(R) and Frisco Bay(R). The company employs approximately 20,000
associates. More information about The Stanley Works can be found at
http://www.stanleyworks.com.
Additional Information About Xmark and VeriChip
Xmark is a wholly-owned subsidiary and the primary operating unit of
VeriChip Corporation. VeriChip Corporation, headquartered in Delray Beach,
Florida, develops, markets and sells, RFID systems used to identify, locate
and protect people and assets. VeriChip recently began marketing Health
Link, a passive RFID system for rapidly and accurately identifying people
who arrive in an emergency room and are unable to communicate. This system,
which is not part of the Xmark product line, 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
http://www.verichipcorp.com.
The Stanley Works corporate press releases are available in the
Investor Relations section of the company's Internet web site at
http://www.stanleyworks.com.
Proxy Statement
VeriChip Corporation plans to file with the Securities and Exchange
Commission ("SEC") and mail to its stockholders a proxy statement in
connection with the special meeting of stockholders to be called to approve
the Xmark transaction. The proxy statement will contain important
information about VeriChip Corporation, the transaction and related
matters. Investors and stockholders are urged to read the proxy statement
carefully when it is available. Investors and stockholders will be able to
obtain free copies of the proxy statement and other documents filed with
the SEC by VeriChip Corporation through the web site maintained by the SEC
at http://www.sec.gov. In addition, investors and stockholders will be able to
obtain free copies of the proxy statement from VeriChip Corporation by
contacting Kay E. Langsford, at 1690 Congress Avenue, Suite 200, Delray
Beach, Florida 33445.
Participants in the Solicitation
VeriChip Corporation and its executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of proxies
from VeriChip Corporation's stockholders with respect to the proposed Xmark
transaction. Information regarding the executive officers and directors of
VeriChip Corporation is included in its Form 10-K/A filed with the SEC on
April 29, 2008. More detailed information regarding the identity of
potential participants, and their direct or indirect interests, by
securities, holdings or otherwise, will be set forth in the proxy statement
to be filed with the SEC in connection with the proposed Xmark transaction.
CAUTIONARY STATEMENT
Under the Private Securities Litigation Reform Act of 1995
Statements in this press release, including those regarding (i) the
ability to complete the proposed transaction during the third quarter or
early in the fourth quarter; and (ii) the effect of the transaction, if
completed, on The Stanley Works' earnings and cash flows (little or no
impact in 2008 and nominally accretive in 2009) (the "Results") are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are based
on current expectations and involve inherent risks and uncertainties,
including factors listed below and other factors that could delay, divert,
or change any of them, and could cause actual outcomes and results to
differ materially from current expectations.
The Company's ability to consummate the proposed transaction and to
deliver the Results is dependent upon, among other things: (i) approval by
a majority of VeriChip's stockholders and satisfaction of other customary
conditions to closing; (ii) the Company's ability to successfully integrate
the acquisition while limiting associated costs; (iii) the Company's
ability to negotiate satisfactory payment terms under which the Company
buys and sells goods, services, materials and products; (iv) the ability of
the Company's and Xmark's employees to adapt to changes made within the
organization and to meet or exceed expectations; (v) the ability to
successfully manage and defend any claims and litigation; and (vi) the
absence or mitigation of increased pricing pressures from customers and
competitors and the ability to defend market share in the face of price
competition.
The Company's ability to achieve the Results will also be affected by
external factors. These external factors include pricing pressure and other
changes within competitive markets, increasing competition, changes in
trade, monetary, tax and fiscal policies and laws, inflation, currency
exchange fluctuations, the impact of dollar/foreign currency exchange and
interest rates on the competitiveness of products and the Company's debt
program, the strength of the U.S. economy and the impact of events that
cause or may cause disruption in the Company's manufacturing, distribution
and sales networks such as war, terrorist activities, political unrest and
recessionary or expansive trends in the economies of the world in which the
Company operates.
The Company undertakes no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that may
arise after the date hereof.
SOURCE The Stanley Works
 back to top
Related links:
http://www.StanleyWorks.com
http://www.verichipcorp.com
http://www.prnewswire.com/comp/874363.html /
CONTACT:
Greg Waybright, Interim VP, Investor
Relations, Stanley Works, +1-860-827-3544,
gwaybright@stanleyworks.com; or Jay F. McKeage, VP, Corporate
Development, VeriChip, +1-561-805-8041, jmckeage@verichipcorp.com
|
