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 /PRNewswire/ - 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.
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 firstname.lastname@example.org 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.