Business
Sirit Announces Increased Offer from Federal Signal
Sirit Announces Increased Offer from Federal Signal
About this update from Torq Resources Inc.
[{"type":"text","content":"\n\n\n\nFeb. 24, 2010 (Canada NewsWire Group) -- TORONTO, Feb. 24 /CNW/ -- Sirit Inc. (\"Sirit\") (TSX: SI), a leading provider of radio frequency identification (\"RFID\") technology, announces that it has signed a second amending agreement with Federal Signal Corporation (\"Federal Signal\") (NYSE: FSS), for the purpose of amending their previously announced agreement (the \"Arrangement Agreement\") under which Federal Signal will acquire all of the issued and outstanding common shares of Sirit (the \"Common Shares\") by way of plan of arrangement. Under the terms of the amended agreement, Sirit shareholders would receive, for each Common Share, $0.46 in cash (instead of $0.43 in cash under the prior amended Federal Signal offer dated February 22, 2010).All other terms and conditions remain substantially similar to those set out in the Arrangement Agreement as described in detail in the information circular mailed to Sirit shareholders on February 2, 2010 and available on www.sedar.com, except that under the amended agreement the termination fee payable to Federal Signal in certain circumstances has been increased from $2.5 million to $4.0 million.The increased consideration represents a premium of 110% over Sirit's 30-day average closing stock price, and a premium of 145% over Sirit's 60-day average closing stock price, on the Toronto Stock Exchange prior to the initial announcement by Sirit of the Arrangement Agreement on January 14, 2010. The increased consideration also represents a premium of 53% to the value of the initial Federal Signal offer.Federal Signal increased the consideration payable to shareholders in connection with Sirit's receipt of an unsolicited and confidential acquisition proposal which Sirit's board concluded was not a Superior Proposal (as defined in the Arrangement Agreement). Sirit's board carefully considered the terms and conditions of the unsolicited acquisition proposal in consultation with its financial and legal advisors and ultimately determined that when taken as a whole, notwithstanding an offer of cash consideration of $0.48, the acquisition proposal did not constitute a Superior Proposal since it included a number of new risks and uncertainties relating to the ability of the acquisition proposal to be completed without undue delay, Sirit's financial position prior to the delayed closing (...