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.
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.
The Independent Directors recommend shareholders
take NO action at this time and await further communication from
Norsat.
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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.