VeriChip Corporation Agrees to Acquire Steel Vault Corporation to Form PositiveID Corporation

September 8, 2009 -- VeriChip Corporation (NASDAQ: CHIP) ("VeriChip"), a provider of radio frequency identification (RFID) systems for healthcare and patient-related needs, and Steel Vault Corporation (OTCBB: SVUL) ("Steel Vault"), a premier provider of identity security products and services, announced today that VeriChip has agreed to acquire Steel Vault and form PositiveID Corporation

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 formation of PositiveID represents the convergence of a pioneer in personal health records, VeriChip, with a leader in the identity security space, Steel Vault, focused on access and security of a consumer's critical data. 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 is expected 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 R. Silverman, the current Chairman and CEO of VeriChip, will become PositiveID's Chairman and CEO, and that William J. Caragol, the CEO of Steel Vault, will become PositiveID's President and Chief Operating Officer.

Commenting on the transaction, Mr. Silverman stated, "We believe the acquisition of Steel Vault will provide a powerful platform to differentiate ourselves among both the consumer and medical community. PositiveID will be the first company of its kind to combine a successful identity security business with one of the world's first personal health records through our Health Link business. PositiveID will address some of the most important issues affecting our society today with our identification tools and technologies for consumers and businesses."

Continued Silverman, "VeriChip will be able to market its personal health record offerings to the rapidly growing customers of Steel Vault, while Steel Vault should be able to further expand its customer base by offering a unique suite of both security and healthcare offerings. As we focus on securing consumers' financial information and addressing the critical need for secure, online personal health records, we believe we are well positioned to benefit from federal stimulus funding. We will keep patients involved in their health care as medical records migrate to the Internet."

Mr. Caragol stated, "We believe this merger provides value for both companies' stockholders and enables us to offer customers a broader array of value-added services. PositiveID puts people in control of their personal health records and financial security, bridging the gap between secure medical records and identity security. The formation of PositiveID will facilitate cross-marketing opportunities across our customer bases, enabling both organic growth and growth through acquisition of companies and services that provide complementary identification tools and technologies. By combining these two companies, including VeriChip's solid balance sheet and Steel Vault's growing revenue producing identity security business, and continuing the expansion of our product offerings, we believe we can continue to increase our customer retention and maximize stockholder value. On a pro forma basis, PositiveID has more than $4 million in cash and no debt."

Identity theft is the number one crime in the United States and as many as 10 million people are victims each year. Additionally, medical errors contribute to countless deaths each year due to a lack of or incorrect patient information. PositiveID will address the significant market need to monitor critical data on an ongoing basis to protect consumers and ensure data integrity and safety.

Each of the boards of directors of VeriChip and Steel Vault unanimously approved the merger agreement, based on the unanimous recommendation of the special committee of independent directors of the applicable company. The special committees for VeriChip and Steel Vault each retained independent legal and financial advisors to advise its respective committee. Steel Vault hired Hyde Park Capital Advisors LLC and VeriChip hired Ladenburg Thalmann & Co. Inc. to provide fairness opinions in connection with the transaction.

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, has specialized in providing a variety of credit information to consumers to help protect them from identity theft and fraud.

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.

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.

Information contained in this press release may contain forward-looking statements, including, for example, the expectation that VeriChip will change its name and trading symbol after the merger, the expectation that the merger will close in the fourth quarter of 2009, the belief that the joining of personal health records and identity security solutions provides a solid foundation for organic growth and a strong, flexible platform for future offers, the expectation that after the merger Scott R. Silverman will be chairman and CEO and William J. Caragol will be president and chief operating officer of PositiveID Corporation, the belief that PositiveID Corporation will benefit from federal stimulus funding and that it will be well positioned to fill the data monitoring needs for both consumers and businesses, the belief that the merger provides value for both companies' stockholders and enables PositiveID Corporation to offer its customers with additional value-added services

To: Alamo-Girl; airborne; AngieGal; AnimalLover; annieokie; aragorn; auggy; autumnraine; backhoe; ...

2 posted on 09/09/2009 11:59:24 AM PDT by TaraP (*Religion* is Man trying to reach GOD.Christ is GOD reaching out to Man.)

Gee..”positiveID” has such an innocent, harmless ring to it...

And the Devil wanted King David to number all of his people

So I wonder where they’ll “id” forehead or right hand?

4 posted on 09/09/2009 12:01:18 PM PDT by Grumpybutt (Common Sense - where has it gone?)

Suddenly getting a flashback to what the “Avalanche” group did to the Mako reactor in final fantasy 7

Thanks for the ping!

7 posted on 09/09/2009 12:08:23 PM PDT by Albion Wilde ("A cultural problem cannot be solved with a political solution." -- Selwyn Duke)

Mark of th' beast! Mark of th' beast!

8 posted on 09/09/2009 12:20:13 PM PDT by TangoLimaSierra (To the left the truth looks Right-Wing.)

This technolog666y has been around for a few years. Wonder how many children have ALREADY been *chipped*?

9 posted on 09/09/2009 12:30:00 PM PDT by wolfcreek (http://www.youtube.com/watch?v=Lsd7DGqVSIc)

Quix, I know you’ll be interested in this!

10 posted on 09/09/2009 12:31:18 PM PDT by autumnraine (You can't fix stupid, but you can vote it out!)

Do a little research on Richard Sullivan, Scott Silverman and Applied Digital and their “tracking chip”. It was a fraud to sell stock and enrich corporate officers. It continues with the new & improved Verichip. There is absolutely nothing here.

“Steel Vault, formerly known as IFTH Acquisition Corp”

IFTH was another bankrupt company controlled by Silverman. This is BS to sell stock.

This is from the same group who doesn’t want to make you show your ID to vote, or even question whether you’re a legal American citizen!!!

13 posted on 09/09/2009 12:45:32 PM PDT by airborne (Don't let history record that, when faced with evil, you did nothing!)

Something I try to keep occasional tabs on.

But so offensive to me I try to avoid it as much as I can get away with.

Thanks.

14 posted on 09/09/2009 8:27:34 PM PDT by Quix (POL Ldrs quotes fm1900 2 presnt: http://www.freerepublic.com/focus/religion/2130557/posts?page=81#81)

I’m begining tho think these are just ‘front’ companies (think: Enron) with no real product or depth of service ... maybe they own a few patents, but, I don’t think they are making any money ...

Thank you Tara.

18 posted on 09/10/2009 4:30:19 PM PDT by Joya (Lord Jesus Christ, Son of God, Savior, have mercy on me, a sinner!)

19 posted on 09/10/2009 4:31:47 PM PDT by Joya (Lord Jesus Christ, Son of God, Savior, have mercy on me, a sinner!)

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