Flexible Electronics News

Sirit Announces Increased Offer from Federal Signal

The increased consideration represents a premium of 43 percent to the value of the original Federal Signal offer

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By: DAVID SAVASTANO

Contributing Editor, Coatings World and Ink World

Sirit Inc., a leading provider of radio frequency identification technology, announces that it has signed an agreement with Federal Signal Corporation for the purpose of amending their previously announced agreement under which Federal Signal will acquire all of the issued and outstanding common shares of Sirit by way of plan of arrangement. Under the terms of the amended agreement, Sirit shareholders would receive, for each common share, $0.43 in cash (instead of $0.30 in cash under the original Federal Signal offer).

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 Feb. 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 $1.5 million to $2.5 million.

The increased consideration represents a premium of 96% over Sirit’s 30-day average closing stock price, and a premium of 129% 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 43% to the value of the original Federal Signal offer. Federal Signal increased its offer following Sirit’s recent receipt of an unsolicited and non-binding acquisition proposal.

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 Federal Signal transaction remains in effect.

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