VANCOUVER, June 23, 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 at the adjourned 2017 annual general and special meeting of
securityholders of Norsat held on June 22,
2017 (the "Meeting"), securityholders of Norsat voted in
favour of a special resolution to approve the plan of arrangement,
pursuant to which Hytera Communications Co., Ltd. ("Hytera") will
acquire all the issued and outstanding shares of Norsat for
$11.50 in United States dollars ("USD") in cash per
share by way of a court-approved plan of arrangement (the
"Arrangement").
Approval of the Arrangement required approval by: (i) 66⅔% of
the votes cast by securityholders present in person or represented
by proxy at the Meeting, voting together as a single class; (ii)
66⅔% of the votes cast by shareholders present in person or
represented by proxy at the Meeting, voting as a single class; and
(iii) a simple majority of the votes cast by shareholders present
in person or represented by proxy at the Meeting, excluding the
votes cast by such shareholders that are required to be excluded
pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101").
At the Meeting, approximately 64.87% of the outstanding Norsat
shares and Norsat Options and RSUs were present in person or
represented by proxy.
The voting results are summarized as follows:
|
Votes
For
|
%
Votes
For
|
Votes
Against
|
% Votes
Against
|
Securityholders1
|
2,886,497
|
72.53
|
1,093,475
|
27.47
|
Shareholders
|
2,615,280
|
70.53
|
1,092,910
|
29.47
|
Shareholders,
excluding the
votes of certain insiders
|
2,241,355
|
67.22
|
1,092,910
|
32.78
|
The voting results excluding the votes believed to have been
cast by Privet Fund Management LLC and Privet Fund LP (together
"Privet")2, which made a rival offer to acquire Norsat,
are summarized as follows:
|
Votes
For
|
%
Votes
For
|
Votes
Against
|
% Votes
Against
|
Securityholders1
|
2,886,497
|
97.75
|
66,305
|
2.25
|
Shareholders
|
2,615,280
|
97.55
|
65,740
|
2.45
|
Shareholders,
excluding the
votes of certain insiders
|
2,241,355
|
97.15
|
65,740
|
2.85
|
Completion of the Arrangement remains conditional on approval by
the Supreme Court of British
Columbia (the "Court"), as well as obtaining regulatory
approvals and certain other closing conditions. Norsat intends to
apply for a final order of the Court approving the Arrangement on
June 27, 2017. Assuming that the
conditions to closing are satisfied and the necessary regulatory
approvals are obtained, it is expected that the closing of the
Arrangement will be completed in the third quarter of 2017.
Further information about the Arrangement is set forth in the
information circular, supplemental information and proxy statement
in respect of the securityholders meeting which have been filed
with Canadian and United States
securities regulators and are available on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov.
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.
__________________________________
1 Securityholders mean the Norsat Shareholders, Option
Holders and RSU Holders.
2 1,027,170 is based on Privet's Early
Warning Report filed on SEDAR on June 12,
2017.
SOURCE Norsat International Inc.