TORONTO, March 3 /CNW/ - Sirit Inc. ("Sirit") (TSX: SI), a leading provider of radio frequency identification ("RFID") technology, announces that the Ontario Superior Court of Justice ("the Court") has issued a Final Order approving the previously announced plan of arrangement under the Business Corporations Act (Ontario) ("the Arrangement") under which Federal Signal Corporation (NYSE: FSS) will acquire all of the issued and outstanding common shares of Sirit (the "Common Shares") for $0.46 per share in cash.
As previously announced on February 24, 2010, Sirit signed a second amendment to its definitive arrangement agreement with Federal Signal, whereby Federal Signal would acquire all of the issued and outstanding Common Shares for cash consideration of $0.46 per share, an increase of $0.16 per share or 53% over the original cash consideration announced on January 14, 2010.
Sirit shareholders approved the Arrangement at the Company's meeting of shareholders held on February 26, 2010.
The Company expects the transaction to close on or about March 5, 2010, subject to the satisfaction of certain closing conditions.
GMP Securities L.P. was retained as financial advisor to the board of directors of Sirit and its independent committee. Gowling Lafleur Henderson LLP is serving as legal advisor to Sirit in connection with the transaction. Citi is serving as Federal Signal's financial advisor, and Torys LLP and Thompson Coburn LLP are serving as legal advisors to Federal Signal in connection with the transaction.
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 may not be 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, firstname.lastname@example.org