China Security & Surveillance Technology CSR, a leading integrated surveillance and safety solutions provider in the P.R.C., today announced that the terms of the previously announced
definitive merger agreement, dated as of April 20, 2011, have been amended and restated.
The amended and restated merger agreement continues to provide that each share
of the Company's common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $6.50 in cash without interest, except for
(i) shares in respect of which appraisal rights have been properly exercised under Delaware law, (ii) shares owned by Rightmark Holdings Limited (the "Parent") and Rightmark Merger Sub Limited ("Merger Sub"), and (iii) shares to be contributed to Parent by Mr. Guoshen Tu and certain other senior members of the management (the "Rollover Holders") immediately prior to the effective
time of the merger. The amended and restated merger agreement amends and restates the original agreement to, among other things, (i) revise the stockholder approval requirement from the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock as required under the original agreement to the affirmative vote of the holders of both (a) a
majority of the outstanding shares of Company Common Stock and (b) a majority of the outstanding shares of Company Common Stock (other than the shares of Company Common Stock owned by Parent, Merger Sub, the Rollover Holders, and their respective affiliates), and (ii) extend the term of the go-shop period from 40 days after the date of the original agreement to 60 days after the date of the amended and restated merger agreement. Consummation of the merger
remains subject to customary conditions as previously announced.
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