China Security & Surveillance Technology, Inc. Announces
Record Date and Annual Meeting Date
SHENZHEN, China, July 29, 2011 /PRNewswire-Asia/ -- China Security & Surveillance Technology, Inc. (“CSST” or the “Company”) (NYSE:CSR), a leading integrated surveillance and safety solutions provider in the P.R.C., today announced that it has established a record date and a meeting date for its annual meeting of stockholders (“AGM”) to consider and vote on, among other things, the proposal to adopt the previously announced Amended and Restated Agreement and Plan of Merger, dated as of May 3, 2011 (the "Merger Agreement"), by and among Rightmark Holdings Limited, a British Virgin Islands company ("Parent"), Rightmark Merger Sub Limited, a Delaware corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub"), the Company and Mr. Guoshen Tu (solely for the purpose of Section 6.15 of the Merger Agreement), pursuant to which Merger Sub will be merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent. If completed, the proposed merger would result in the Company becoming a privately held company and its common stock would no longer be listed on the New York Stock Exchange. The Company's board of directors, acting upon the unanimous recommendation of the independent committee formed by the board of directors, approved the Merger Agreement and resolved to recommend that the Company's stockholders vote to adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the merger.
In addition to voting on the Merger Agreement, the meeting will also constitute the Company’s 2011 annual stockholders’ meeting, and stockholders will be asked to consider and vote on (i) the election of five members to the Company’s board of directors, (ii) the ratification of the appointment of the Company’s independent registered accounting firm for the fiscal year ending December 31, 2011, (iii) the approval, on an advisory basis, of executive compensation, and (iv) approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation.
The Company’s stockholders of record at the close of business (New York time) on Friday, August 5, 2011 (the “Record Date”), will be entitled to notice of the AGM and to vote at the AGM. The AGM will be held at 10am (Hong Kong time) on Wednesday, September 14, 2011, at the Company's office at 13/F, Shenzhen Special Zone Press Tower, Shennan Road, Futian District, Shenzhen 518034, the People's Republic of China.
The closing of the transaction is subject to certain terms and conditions customary for transactions of this type, including receipt of stockholder approval. The closing of the transaction is currently expected to occur shortly after the receipt of stockholder approval at the AGM.
