Court Issues Interim order.Ontario Superior Court of Justice Issues Interim Order Regarding Sirit Special Meeting of Shareholders
Press ReleaseSource: Sirit Inc.On Friday January 29, 2010, 9:03 am
Notice of Special Meeting and Management Information Circular to be Filedand Mailed Next Week
TORONTO, Jan. 29 /CNW/ - Sirit Inc. ("Sirit") (TSX:
SI -
News), a leadingprovider of radio frequency identification ("RFID") technology, announcedtoday that the Ontario Superior Court of Justice Commercial List ("the Court")has issued an Interim Order with respect to the previously announced plan ofarrangement under the Business Corporations Act (Ontario) ("the Arrangement")under which Federal Signal Corporation (NYSE:
FSS -
News) will acquire all of theissued and outstanding common shares of Sirit for CDN
.30 per share in cash.The Special Meeting of Sirit Shareholders to consider the Arrangement isscheduled to be held on February 26, 2010.
As previously announced on January 14, 2010, Sirit entered into adefinitive agreement with Federal Signal, under which Federal Signal willacquire all of the issued and outstanding common shares of Sirit for cashconsideration of CDN
.30 per share by way of a court approved plan ofarrangement. The CDN
.30 per share cash purchase price represents a premiumof 37% over Sirit's 30-day average closing share price as of January 13, 2010,the last trading date prior to the announcement of the Arrangement, and apremium of 60% over Sirit's 60-day average closing stock price as of January13, 2010. The transaction remains subject to customary conditions fortransactions of this nature including the approval of two-thirds of the votescast by shareholders at the Special Meeting.
Sirit plans to file with the Canadian Securities Administrators and mailto Sirit shareholders of record next week the Notice of Special Meeting andManagement Information Circular. Sirit shareholders are encouraged to readthese materials in their entirety as they provide, among other things, thereasons behind the Sirit Board of Directors' unanimous determination that thetransaction is fair to Sirit shareholders and is in the best interests of theCorporation. Sirit shareholders will be able to obtain a copy of the Notice ofSpecial Meeting and Management Information Circular at www.sedar.com once ithas been filed.
About Sirit Inc.
Sirit Inc. (TSX: SI - News) is a leading provider of Radio FrequencyIdentification (RFID) technology worldwide. Harnessing the power of Sirit'senabling-RFID technology, customers are able to more rapidly bring highquality RFID solutions to the market with reduced initial engineering costs.Sirit's products are built on more than 16 years of RF domain expertiseaddressing multiple frequencies (LF/HF/UHF), multiple protocols and arecompliant with global standards. Sirit's broad portfolio of products andcapabilities can be customized to address new and traditional RFID marketapplications including Supply Chain & Logistics, Cashless Payment (includingElectronic Tolling), Access Control, Automatic Vehicle Identification,Inventory Control & Management, Asset Tracking and Product Authentication. Formore information, visit www.sirit.com.
Cautionary Note Regarding Forward-Looking Statements
Except for the statements of historical fact contained herein, theinformation presented constitutes "forward-looking statements" within themeaning of the Private Securities Litigation Reform Act of 1995 and Canadianprovincial 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 theuse 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 andexpressions of similar import, and may include statements concerning possibleor assumed future results, financial outlook and/or future-oriented financialinformation. Although Sirit believes that the expectations reflected in suchforward-looking statements are reasonable, such forward-looking statementsinvolve known and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievement of Sirit to be materiallydifferent from any future results, performance or achievements expressed orimplied by such forward-looking statements. Readers are cautioned not to placeundue reliance on these forward-looking statements. Actual results may differmaterially from those indicated by these forward-looking statements as aresult of risks and uncertainties impacting Sirit's business. Importantfactors that could cause actual results to differ materially from expectationsinclude but are not limited to: (i) the risk and possibility that thetransaction entered into by Sirit and Federal Signal will not be approved bySirit shareholders or the court or otherwise consummated, and if any suchtransaction is eventually consummated, it may be on different and potentiallyless 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 ratechanges, (vi) interest rate changes, (vii) increased legal expenses andlitigation results, (viii) legal and regulatory developments, and (ix) otherrisks and uncertainties described in filings with the Securities and ExchangeCommission. or the securities regulatory authorities in Canada via SEDAR.These and other important risks are discussed in further detail in the sectionentitled "Risks Factors" in Sirit's Annual Information Form dated March 13,2009 and in Sirit's management's discussion and analysis found in its 2008annual report as filed with the securities regulatory authorities in Canadavia SEDAR. Although Sirit has attempted to identify important factors thatcould cause actual results to differ materially, there may be other factorsthat cause results not to be as anticipated, estimated or intended. Unlessotherwise required by law, Sirit does not undertake any obligation to updateany forward-looking statements contained in this news release as a result ofnew information, further events or otherwise. This cautionary statementexpressly qualifies the forward-looking information in this news release.
"Sirit", the Sirit Design and "vision beyond sight" are all trademarks ofSirit Inc. All other names of actual companies and products mentioned hereinmay be the trademarks of their respective owners.
For further information
Anastasia Chodarcewicz, Sirit Inc., (416)367-1897 x227, achodarcewicz@sirit.com
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