Sirit’s board of directors unanimously approved the transaction and determined that it is in the best
interests of Sirit and its shareholders (the “Shareholders”). The board made its decision following the
report and favorable recommendation of an independent committee of Sirit’s board of directors. In
reaching its recommendation, Sirit’s independent committee considered a fairness opinion from its
financial advisor, GMP Securities L.P. A copy of the fairness opinion, the factors considered by the
independent committee and the board and other relevant information will be included in the
management information circular that will be sent to the Shareholders of Sirit in connection with the
special meeting anticipated to be held on or about February 26, 2010 to consider the Arrangement.
The record date for purposes of determining Shareholders entitled to vote at the special meeting has
been set as of the close of business on January 25, 2010.
Certain executive officers, directors and Shareholders of Sirit owning approximately 28% of the
outstanding common shares have entered into a voting and lock-up agreement with Federal Signal
under which they have agreed to vote their shares in favor of the Arrangement
If these guys have 28% of the shares locked into this thing with the Signal boys, then there is only a 6% difference between them and a two thirds non-confidance vote. I don't know if this means anything at all. Does anyone know how many shares 6% is?
Also, Federal Signal owns the PIPS camera entity and they have been watching and waiting for Sirit to get to this point for quite awhile I think. I guess the time was right to do it before someone else snapped them up. Federal Signal looks quite large, this purchase is pocket change to them. I would like to see the management's T-4 slips at the end of 2010, there were more than likely some juicy off the record incentives paid out.