ATLANTA, GA,
June 12, 2017 /CNW/ -
Privet Fund Management LLC ("Privet") announced today that Privet
sent a letter to the board of directors of Norsat International
Inc. ("Norsat") (TSX:NII , NYSE MKT:NSAT) containing a revised
proposal to acquire 100% of the common shares of Norsat not already
owned by Privet and its affiliates at a price of US$11.50 per share in cash pursuant to a plan of
arrangement. This consideration is greater than the US$11.25 per share in consideration offered by
Hytera Communications Co., Ltd. ("Hytera") in Hytera's arrangement
agreement (as amended, the "Hytera Agreement") with
Norsat.
Privet is confident that this revised proposal constitutes
a "Superior Proposal" as defined in the Hytera Agreement. Privet
will provide all of the equity capital necessary for the proposal
and has received amending letters to the debt
commitment letters previously provided to finance a portion of the
consideration. Privet anticipates that the required
regulatory approvals would not materially impact the timing or
certainty of the transaction. Furthermore, given Privet's
substantial existing ownership, Privet is highly confident that
shareholder approval of the proposal will be readily
obtained.
The proposal is non-binding and is subject to the
negotiation and execution of a mutually acceptable definitive
acquisition agreement between Privet and Norsat. Privet is prepared
to execute a definitive arrangement agreement, which includes terms
and conditions substantially similar to those in the Hytera
Agreement, should the board of directors of Norsat determine that
Privet's proposal constitutes a "Superior Proposal" as defined in
the Hytera Agreement.
Privet and its affiliates continue to maintain ownership
and control of 1,027,170 common shares of Norsat, representing
approximately 17.6% of the outstanding common shares (based upon
the 5,848,808 common shares stated to be issued and outstanding as
of May 2, 2017 by Norsat in its
management's discussion and analysis for the period ended
March 31, 2017 filed on May 3, 2017).
Privet, a Delaware
limited liability company and a registered investment advisor under
the United States Investment Advisers Act of 1940, as amended, is
the investment advisor and general partner to Privet Fund LP, a
Delaware limited partnership.
Ryan Levenson is the sole managing
member of Privet. IRIS Holdings, Inc. and IRIS Canada Acquisition
Corp. are direct or indirect subsidiaries of Privet. Each of Privet
Fund LP, Ryan Levenson, IRIS
Holdings, Inc. and IRIS Canada Acquisition Corp. may be considered
joint actors with Privet in connection with the disclosure set out
herein.
An early warning report on Form 62-103F1 will be filed by
Privet in accordance with applicable Canadian securities laws and
will be available on the SEDAR website at www.sedar.com.
The early warning report will include a description of the
material terms and conditions of the equity and debt
commitments. Additional information is also being
filed by Privet, Privet Fund LP and Ryan
Levenson in accordance with applicable U.S. securities
laws.
Depending on various factors, Privet may take such actions
with respect to its investment in Norsat as it deems appropriate,
including, without limitation, purchasing additional securities or
other financial instruments relating to Norsat or selling some or
all of the securities, engaging in hedging or similar transactions
with respect to securities related to Norsat and/or otherwise
changing its intentions with respect to the purposes of its
investment in Norsat.
SOURCE Privet Fund Management LLC