Updated unsolicited proposal received
from Privet for $11.50 USD per
share.
If deemed Superior Proposal, Hytera has
right to amend arrangement.
Independent Directors recommend
shareholders take NO action at this time
and await further communication from
Norsat.
VANCOUVER,
June 12, 2017
/CNW/ - Norsat International Inc. ("Norsat" or the
"Company") (TSX: NII and NYSE MKT: NSAT), a provider of unique
and customized communication solutions for remote and challenging
applications, today announced it has received an updated
unsolicited, proposal from Privet Fund Management LLC ("Privet") to
acquire the Company for cash consideration of $11.50 USD per share (the "Privet Subsequent
Acquisition Proposal"). The Privet Subsequent Acquisition
Proposal is not subject to any due diligence or financing
conditions. Privet has indicated that it is prepared to sign
a definitive agreement on non-financial terms and conditions
substantially identical to the existing arrangement and amending
agreement with Hytera (the "Amended Arrangement
Agreement").
As Privet has previously been the subject of a Superior
Proposal Notice and has now subsequently made an amendment to its
previous proposal, the Special Committee comprising all of the
Independent Directors of the Board of Directors, in consultation
with the Company's legal and financial advisors, will make a
determination as to whether the Privet Subsequent Acquisition
Proposal is a Superior Proposal within three business days of its
receipt.
If, after completing the review, the Independent Directors
determine that the offer by Privet is a Superior Proposal, they
will notify Hytera of that determination. Hytera will then
have a period of five business days to offer to further amend the
terms of the Amended Arrangement Agreement. Hytera is under
no obligation to make such an offer, but if they offer to further
amend the Amended Arrangement Agreement and the Independent
Directors determine that the proposal of Privet ceases to be a
Superior Proposal, Norsat will enter into a further amendment of
the Amended Arrangement Agreement and implement the amended
offer. If, after the Independent Directors determine the
Privet offer is a Superior Proposal, Hytera does not offer to
further amend the Amended Arrangement Agreement, or offers to amend
but the Privet Subsequent Acquisition Proposal remains a Superior
Proposal, Norsat intends to accept the Privet Subsequent
Acquisition Proposal, terminate the Amended Arrangement Agreement
and pay Hytera the termination fee of US$2.5
million, all in accordance with the terms of the Amended
Arrangement Agreement. However, a definitive agreement with
Privet can only be executed by Norsat after approval from the
Industrial Technologies Office representing the Strategic Aerospace
and Defence Initiative program. Further, any transaction with
Privet would be subject to approvals from and including but not
limited to shareholders of Norsat, under the Investment Canada Act
and Controlled Goods Directorate. By comparison the proposed
transaction Hytera has obtained the approval of the Industrial
Technologies Office and is not subject to any further reviews under
the Investment Canada Act.
At this time, there can be no assurance that the Privet
Subsequent Acquisition Proposal will lead to the termination of the
Amended Arrangement Agreement and the execution of a definitive
agreement with Privet, or that the transaction contemplated by
Privet will obtain all necessary approvals or be
consummated.
The Independent Directors recommend shareholders take
NO action at this time and await further communication from
Norsat.
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About Norsat International
Inc.
Founded in 1977, Norsat International Inc.
is a provider of unique and customized communication solutions for
remote and challenging applications. Norsat's products and services
include leading-edge product design and development, production,
distribution and infield support and service of fly-away satellite
terminals, microwave components, antennas, Radio Frequency (RF)
conditioning products, maritime based satellite terminals and
remote network connectivity solutions. More information is
available at www.norsat.com, via email at investor@norsat.com or by
phone at 1-604-821-2800.
Forward Looking Statements
The
discussion and analysis of this news release contains
forward-looking statements concerning anticipated developments in
Norsat's operations in future periods, the adequacy of its
financial resources and other events or conditions that may occur
in the future. Forward-looking statements are frequently, but not
always, identified by words such as "expects," "anticipates,"
"believes," "intends," "estimates", "predicts," "potential,"
"targeted," "plans," "possible" and similar expressions, or
statements that events, conditions or results "will," "may",
"could" or "should" occur or be achieved. These forward-looking
statements include, without limitation, statements about the
proposal made by Privet, the proposed acquisition by Hytera, the
adequacy of available cash resources and other statements about
future events or results. Forward-looking statements are statements
about the future and are inherently uncertain, and actual
achievements of the Company or other future events or conditions
may differ materially from those reflected in the forward-looking
statements due to a variety of risks, uncertainties and other
factors, such as business and economic risks and uncertainties. The
forward-looking statements are based on the beliefs, expectations
and opinions of management on the date the statements are made.
Consequently, all forward-looking statements made in this news
release are qualified by this cautionary statement and there can be
no assurance that actual results or anticipated developments will
be realized. For the reasons set forth above, investors should not
place undue reliance on forward-looking statements. These
forward-looking statements are made as of the date of this news
release and Norsat assumes no obligation to update or revise them
to reflect new events or circumstances, other than as required by
law.
SOURCE Norsat International Inc.