May 10, 2007
TSX Symbol: TIR
For immediate release |
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TIR ANNOUNCES RESULTS OF SECURITYHOLDER MEETING
Vancouver, Canada –TIR Systems Ltd. (TSX: TIR, “TIR”) reported that today its securityholders approved the arrangement with a subsidiary of Royal Philips Electronics (NYSE: PHG, AEX: PHI, "PHILIPS") (the “Arrangement”) as previously disclosed in a press release dated March 13, 2007. The Arrangement contemplates Philips acquiring 100% of the outstanding shares of TIR at a price of C$1.60 per share in cash and all of the convertible debentures of TIR to be repaid on the basis of C$1,230.77 per C$1,000 of outstanding principal amount. In addition, holders of outstanding warrants and options to acquire shares of TIR will be entitled to receive the difference between $1.60 and the exercise price for such warrants and options.
Votes cast in favour of the transaction were overwhelmingly in excess of the required approvals under the British Columbia Business Corporations Act and pursuant to the interim order of the Supreme Court of British Columbia granted with respect to the Arrangement. At the meeting, in excess of 95% of each of the common shareholders, optionholders, warrantholders and debentureholders voted in favour of the Arrangement.
Completion of the Arrangement is subject to certain conditions being met as set out in the meeting materials in connection with the Special Meeting.
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in healthcare, lifestyle and technology, delivering products, services and solutions through the brand promise of “sense and simplicity”. Headquartered in the Netherlands, Philips employs approximately 124,300 employees in more than 60 countries worldwide. With sales of EUR 27 billion in 2006, the company is a market leader in medical diagnostic imaging and patient monitoring systems, energy efficient lighting solutions, personal care and home appliances, as well as consumer electronics. News from Philips is located at www.philips.com/newscenter.
About TIR Systems Ltd.
TIR Systems Ltd., a world leader in Solid State Lighting, is building the foundations for tomorrow’s lighting. TIR developed the Lexel®, which is the first, fully integrated, LED-based light source, designed specifically to produce high quality white light essential for general lighting applications. The benefits of the Lexel technology will encourage a more rapid adoption of Solid State Lighting and the Lexel is positioned to become a new standard in the global lighting market.
To find out more about TIR Systems Ltd. (TSX: TIR), visit www.tirsys.com.
For more information, please contact:
J. Caren Holtby
Investor Relations Manager
Tel: 604-473-2318
Email: caren.holtby@tirsys.com
This news release contains forward-looking statements or information within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Forward-looking statements concern TIR’s strategy, future operations, litigation, and plans and objectives of management. Forward-looking statements are statements about the future and are inherently uncertain, and will be impacted by known and unknown risks, uncertainties and other factors that may cause TIR’s actual results to differ materially from any future results, performance or achievements expressed or implied by TIR’s forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements regarding the expected closing of the transaction, the expected de-listing to TIR’s common shares from the Toronto Stock Exchange, and the consideration that TIR’s common shareholders, optionholders, warrantholders and debentureholders can expect to receive upon completion of the transaction. TIR’s forward-looking statements are based on assumptions which include, but are not limited to: that TIR is able to satisfy the conditions of closing for the transaction and that Philips complies with its obligations under the transaction agreement. Factors that could cause actual events or results to differ materially from any future results, performance or achievements, expressed or implied by our forward-looking statements include, but are not limited to: the failure of TIR to satisfy the conditions of closing for the transaction, that Philips does not comply with its obligations under the transaction agreement, and other risks and uncertainties affecting TIR and its business, as contained in TIR’s most recent Annual Information Form and other subsequent news releases and filings with the Canadian securities regulatory authorities, available at www.sedar.com. Forward-looking statements are based on the beliefs, opinions and expectations of TIR’s management at the time they are made, and TIR does not assume any obligation to update its forward-looking statements, except as required by law.
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