Sirit Announces Increased Offer from Federal Signal
Toronto, ON - Sirit Inc. (“Sirit”) (TSX: SI), a leading provider of radio frequency identification (“RFID”) technology, announces that it has signed an agreement with Federal Signal Corporation (“Federal Signal”) (NYSE: FSS), for the purpose of amending their previously announced agreement (the “Arrangement Agreement”) under which Federal Signal will acquire all of the issued and outstanding common shares of Sirit (the “Common Shares”) by way of plan of arrangement. Under the terms of the amended agreement, Sirit shareholders would receive, for each Common Share, $0.43 in cash (instead of $0.30 in cash under the original Federal Signal offer).
All other terms and conditions remain substantially similar to those set out in the Arrangement Agreement as described in detail in the information circular mailed to Sirit shareholders on February 2, 2010 and available on www.sedar.com, except that under the amended agreement the termination fee payable to Federal Signal in certain circumstances has been increased from $1.5 million to $2.5 million.
The increased consideration represents a premium of 96% over Sirit’s 30-day average closing stock price, and a premium of 129% over Sirit’s 60-day average closing stock price, on the Toronto Stock Exchange prior to the initial announcement by Sirit of the Arrangement Agreement on January 14, 2010. The increased consideration also represents a premium of 43% to the value of the original Federal Signal offer. Federal Signal increased its offer following Sirit’s recent receipt of an unsolicited and non-binding acquisition proposal.
The previously announced voting and lock-up agreement with Federal Signal under which certain executive officers, directors and shareholders of Sirit owning approximately 28% of the outstanding Common Shares have agreed to vote their shares in favor of the Federal Signal transaction remains in effect.
A shareholders’ meeting (the “Meeting”) to approve the transaction with Federal Signal, among other things, is currently scheduled to take place at 10:30 a.m. on Friday, February 26, 2010. The Meeting will be held at Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario. Sirit does not intend to deliver a supplemental information circular to shareholders in respect of the amended agreement.
Sirit does not intend to mail new proxy forms, and does not expect intermediaries to mail new voting instruction forms, to shareholders for use in connection with the Meeting. Instead, the form of proxy and voting instruction forms previously mailed to shareholders will continue to be used for the Meeting. The deadline for the deposit of proxies for use at the Meeting remains 4:00 p.m. (Toronto time) on Thursday, February 25, 2010. Voting instruction forms have to be submitted earlier than forms of proxy. Shareholders who have already properly completed and deposited a proxy or submitted a voting instruction form do not have to take any further action to vote their securities, unless they wish to change their voting instructions. Shareholders who have completed and deposited a form of proxy or submitted a voting instruction form but wish to change their voting instructions should contact Innisfree M&A Incorporated toll-free at 1-877-825-8964 for assistance in doing so (banks and brokers may call collect at 212-750-5883).
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