Federal Signal Announces Increased Offer for Sirit
Federal Signal Corporation, a leader in environmental, safety and transportation solutions, today announced that it has amended its definitive arrangement agreement with Sirit Inc., a global provider of radio frequency identification technology.
Under the terms of the amendment, Federal Signal will acquire all of the issued and outstanding common shares of Sirit (the "Common Shares") for cash consideration of CDN$0.43 per share by way of a court approved plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"), an increase of CDN$0.13 per share or 43% over the original cash consideration. The transaction has a total equity value of approximately CDN$72 million (US $69 million).
The increased cash consideration represents a premium of over 96% over Sirit's average closing price during the 30 trading days ending January 13, 2010, the last trading day prior to the announcement of the original plan of arrangement, and a premium of approximately 129% over Sirit's average closing price during the 60 trading days ending January 13, 2010. Federal Signal increased its offer following Sirit's recent receipt of an unsolicited and non-binding acquisition proposal.
The special meeting of shareholders of Sirit to consider the Arrangement will be held as scheduled on February 26, 2010. 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 Arrangement remains in effect.
The termination fee of CDN$1.5 million payable to Federal Signal by Sirit in certain circumstances has been increased to CDN$2.5 million, and otherwise remains payable in the circumstances and manner set forth in the arrangement agreement.
The increased cash consideration represents a premium of over 96% over Sirit's average closing price during the 30 trading days ending January 13, 2010, the last trading day prior to the announcement of the original plan of arrangement, and a premium of approximately 129% over Sirit's average closing price during the 60 trading days ending January 13, 2010. Federal Signal increased its offer following Sirit's recent receipt of an unsolicited and non-binding acquisition proposal.
The special meeting of shareholders of Sirit to consider the Arrangement will be held as scheduled on February 26, 2010. 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 Arrangement remains in effect.
The termination fee of CDN$1.5 million payable to Federal Signal by Sirit in certain circumstances has been increased to CDN$2.5 million, and otherwise remains payable in the circumstances and manner set forth in the arrangement agreement.
About Federal Signal
Federal Signal Corporation enhances the safety, security and well- being of communities and workplaces around the world. Founded in 1901, Federal Signal is a leading global designer and manufacturer of products and total solutions that serve municipal, governmental, industrial and institutional customers. Headquartered in Oak Brook, Ill., with manufacturing facilities worldwide, Federal Signal operates three groups: Safety and Security Systems, Environmental Solutions and Fire Rescue.
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