The Stanley Works in Acquisition of Technology Company

May 27, 2008

Cleary Gottlieb is representing The Stanley Works in its $45 million acquisition of Xmark, the primary operating unit of Verichip Corporation. The deal was announced on May 15, and it is expected to close later this year. The acquisition is subject to approval at a special meeting of Verichip’s stockholders. Holders of 56% of VeriChip’s common stock have entered into voting agreements with Stanley.

Xmark is a leading provider of radio frequency identification (RFID) systems used to identify, locate and protect people and assets, including in hospitals. The acquisition of Xmark is part of Stanley’s previously announced strategy of growing its Security Solutions segment through acquisitions. Cleary Gottlieb has represented Stanley in its other M&A activity in connection with implementing this strategy, including the acquisition of HSM Security Systems last year, as well as in divestitures of businesses, such as its Doors and Home Decor units.

The Stanley Works is an S&P 500 company with 2007 revenues of $4.5 billion. It is a diversified worldwide supplier of tools and engineered solutions for professional, industrial, construction and do-it-yourself use, and it is a supplier of access security solutions for commercial applications.

VeriChip is headquartered in Delray Beach, Florida and listed on the NASDAQ National Market. VeriChip develops, markets and sells, RFID systems.