TORONTO, Feb. 3 /CNW/ - February 3, 2010 - Sirit Inc. ("Sirit") (TSX: SI), a leading provider of radio frequency identification ("RFID") technology, announces that it has filed with the Canadian Securities Administrators and mailed to Sirit shareholders of record as of January 25, 2010, the Notice of Special Meeting and Management Information Circular in connection with the Company's previously announced plan of arrangement under the Business Corporations Act (Ontario) ("Arrangement"). Under the Arrangement, Federal Signal Corporation ("Federal Signal") (NYSE: FSS) will acquire all of the issued and outstanding common shares of Sirit for $0.30 per share in cash.
The special meeting to consider and vote upon the Arrangement has been scheduled for Friday, February 26, 2010 at 10:30 a.m. (Toronto time) at Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario.
As previously announced on January 14, 2010, Sirit entered into a definitive agreement with Federal Signal, under which Federal Signal will acquire all of the issued and outstanding common shares of Sirit for cash consideration of $0.30 per share by way of the court approved Arrangement. The $0.30 per share cash purchase price represents a premium of 37% over Sirit's 30-day average closing share price and a 60% premium over Sirit's 60-day average closing share price, each as of January 13, 2010, the last trading date prior to the announcement of the Arrangement. The transaction remains subject to customary conditions for transactions of this nature including the approval of two-thirds of the votes cast by Sirit shareholders at the special meeting.
Sirit shareholders are encouraged to read the Notice of Special Meeting and Management Information Circular in its entirety as it provides, among other things, the reasons behind the Sirit board of directors' unanimous determination that the Arrangement is fair to Sirit shareholders and is in the best interests of the Company. Sirit shareholders can obtain a copy of the Notice of Special Meeting and Management Information Circular at www.sedar.com.
Sirit shareholders who have questions or need assistance in voting their shares should contact the Company's proxy solicitation agent, Innisfree M&A Incorporated, toll free at 1-877-825-8964 (banks and brokers may call collect at 212-750-5833).
About Sirit Inc.
Sirit Inc. (TSX: SI) is a leading provider of Radio Frequency Identification (RFID) technology worldwide. Harnessing the power of Sirit's enabling-RFID technology, customers are able to more rapidly bring high quality RFID solutions to the market with reduced initial engineering costs. Sirit's products are built on more than 16 years of RF domain expertise addressing multiple frequencies (LF/HF/UHF), multiple protocols and are compliant with global standards. Sirit's broad portfolio of products and capabilities can be customized to address new and traditional RFID market applications including Supply Chain & Logistics, Cashless Payment (including Electronic Tolling), Access Control, Automatic Vehicle Identification, Inventory Control & Management, Asset Tracking and Product Authentication. For more information, visit www.sirit.com.
Cautionary Note Regarding Forward-Looking Statements
Except for the statements of historical fact contained herein, the information presented constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian provincial securities legislation. These forward-looking statements relate to, among other things, Sirit's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and can generally be identified by the use of words such as "may", "will", "could", "should", "would", "suspect", "outlook", "expect", "intend", "estimate", "anticipate", "believe", "plan", "forecast", "objective" and "continue" (or the negative thereof) and words and expressions of similar import, and may include statements concerning possible or assumed future results, financial outlook and/or future-oriented financial information. Although Sirit believes that the expectations reflected in such forward-looking statements are reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Sirit to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting Sirit's business. Important factors that could cause actual results to differ materially from expectations include but are not limited to: (i) the risk and possibility that the transaction entered into by Sirit and Federal Signal will not be approved by Sirit shareholders or the court or otherwise consummated, and if any such transaction is eventually consummated, it may be on different and potentially less favorable terms than the terms of the agreement described above, (ii) economic conditions in various regions, (iii) product and price competition, (iv) supplier and raw material prices, (v) foreign currency exchange rate changes, (vi) interest rate changes, (vii) increased legal expenses and litigation results, (viii) legal and regulatory developments, and (ix) other risks and uncertainties described in filings with the Securities and Exchange Commission or the securities regulatory authorities in Canada via SEDAR. These and other important risks are discussed in further detail in the section entitled "Risks Factors" in Sirit's Annual Information Form dated March 13, 2009 and in Sirit's management's discussion and analysis found in its 2008 annual report as filed with the securities regulatory authorities in Canada via SEDAR. Although Sirit has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Unless otherwise required by law, Sirit does not undertake any obligation to update any forward-looking statements contained in this news release as a result of new information, further events or otherwise. This cautionary statement expressly qualifies the forward-looking information in this news release.
"Sirit", the Sirit Design and "vision beyond sight" are all trademarks of Sirit Inc. All other names of actual companies and products mentioned herein may be the trademarks of their respective owners.
SOURCE SIRIT INC.
For further information: For further information: Anastasia Chodarcewicz, Sirit Inc., (416) 367-1897 x227, email@example.com