Hytera has right but not obligation to amend terms for period of 5 business days expiring June 20, 2017.
Independent Directors continue to recommend shareholders take NO action at this time and await further communication from Norsat.
VANCOUVER, June 14, 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 that the Special Committee comprising all of the Independent Directors of the Board of Directors, in consultation with the Company's legal and financial advisors, have reviewed and considered an updated unsolicited proposal from Privet Fund Management LLC ("Privet") to acquire the Company for cash consideration of US$11.50 per share (the "Privet Subsequent Acquisition Proposal"). 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") but with an increase to the mutual termination fees from US$2.5 million to US$3.0 million. The Independent Directors have determined that the Privet Subsequent Acquisition Proposal constitutes a "Superior Proposal" as defined in the Amended Arrangement Agreement.
Norsat has delivered written notice to Hytera of the determination of the Independent Directors. Hytera now has a period of five business days (the "Right to Match Period") to offer to amend the terms of the Amended Arrangement Agreement. Hytera is under no obligation to make such an offer, but if they offer to 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 Hytera does not offer to amend the Amended Arrangement Agreement, or offers to amend but the Privet Proposal remains a Superior Proposal, Norsat intends to accept the Privet Proposal and enter into a definitve agreement, 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 shareholder and all required regulatory approvals.
The Right to Match Period expires on June 20, 2017.
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 the Privet Proposal will obtain all necessary approvals or be consummated.
About Norsat International Inc.
The Independent Directors recommend shareholders take NO action at this time and await further communication from Norsat.
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.