VANCOUVER, July 20, 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
the completion of the plan of arrangement (the "Arrangement") with
Hytera Communications Co., Ltd. ("Hytera") pursuant to which Hytera
Project Corp. ("Hytera Project"), a wholly-owned indirect
subsidiary of Hytera directly acquired ownership and control over
5,848,808 common shares of Norsat (the "Norsat Shares"),
representing 100% of the issued and outstanding Norsat Shares. The
cash purchase price under the arrangement was US$11.50 (or Cdn.$14.57) per Norsat Share, and the total
consideration paid for the 5,848,808 Norsat Shares was US$67,261,292 (or Cdn.$85,202,724). Before the arrangement, Hytera did
not hold any Norsat Shares.
Dr. Amiee Chan, President and CEO
of Norsat, stated, "We would like to take this opportunity to thank
the past directors, past shareholders, management, employees,
customers and other stakeholders for their support. We are
thrilled to join the Hytera family and we look forward to serving
all of our worldwide customers with an even broader platform of
innovative products to meet their stringent requirements for
communication solutions".
Mr. Qingzhou Chen, Chairman of
Hytera added, "We are pleased to welcome the Norsat team and suite
of products to the Hytera family. Norsat's antenna and filter
products are very complementary to our existing business and we are
excited by Norsat's innovative satellite products and the prospects
of the satellite communications industry. We believe the
addition of Norsat will create new opportunities for long-term
growth".
The purpose of the arrangement was for Hytera to acquire,
through its wholly-owned indirect subsidiary, Hytera Project, all
of the issued and outstanding Norsat Shares. With the completion of
the plan of arrangement, Norsat's Shares will be suspended from the
NYSE-MKT prior to its opening on July 20,
2017 and are expected to cease to be listed for trading on
the NYSE-MKT on or about the close of business on July 31, 2017. Norsat's Shares will cease
to be listed for trading on the Toronto Stock Exchange (the "TSX")
on or about the close of business on July
25, 2017. Norsat intends to apply to the relevant
securities regulatory authorities to cease to be a reporting issuer
in each of British Columbia and
Ontario in Canada and in the
United States. It is expected that Dr. Amiee Chan will be the sole director of Norsat
post-closing, and Dr. Amiee Chan and
Messrs. Arthur Chin and Ken Broom will be the officers, serving as
President and CEO, CFO and General Manager, Sinclair Division, respectively, of the
Company.
For shareholders who held their Norsat Shares through a broker,
the payment of the purchase price will be processed through your
broker. For shareholders who held their Norsat Shares in registered
form, the payment of the purchase price will be processed after
they deposit their share certificates with Computershare Investor
Services Inc., the depositary for the transaction, in accordance
with the instructions in the Letter of Transmittal previously sent.
Any questions regarding payment of the purchase price, including
any request for another form of Letter of Transmittal, should be
directed to the depositary via telephone at 1-800-564-6253 or via
email at corporateactions@computershare.com.
Under the terms of the plan of arrangement, Norsat acquired all
outstanding Norsat stock options (the "Norsat Options") and Norsat
restricted share units (the "Norsat RSUs") (whether unvested or
vested) at the same time that Hytera indirectly acquired all
outstanding Norsat Shares. The price paid for each Norsat Option
was the Canadian dollar equivalent of US$11.50 (being Cdn.$14.57) (calculated as provided for in the
arrangement agreement) less the exercise price of the Norsat Option
and less any applicable withholdings. The price paid for each
Norsat RSU was US$11.50 (or
Cdn.$14.57), less any applicable
withholdings.
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.
A copy of Hytera's early warning report will appear on the
Company's profile on SEDAR at www.sedar.com and may also be
obtained by contacting Mr. Arthur
Chin at 1-604-821-2800.
Financial and Legal Advisors
Norsat's financial advisor for this transaction was Raymond
James Ltd. and its legal advisor was McMillan LLP. Hytera's legal
advisor was Baker McKenzie LLP.
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.
About Hytera Communications Co., Ltd.
Founded in Shenzhen, China in
1993, Hytera Communications Co., Ltd. (002583.SZ) is a closely-held
privately-run company listed on the Shenzhen Stock Exchange. With
its nine R&D centers around the world, Hytera is a leading
global provider of innovative Professional Mobile Radio (PMR)
communications solutions to governmental organizations, public
security institutions, and customers from other industries like
transportation, oil & gas and many other sectors. Hytera
aspires to leverage its technologies to improve organizational
efficiency and make the world safer. Hytera has a head
office located at Hytera Tower, Shenzhen Hi-Tech Industrial Park
North, Beihuan RD. 9108# Nanshan District, Shenzhen, P.R.C. More information is
available at www.hytera.com.
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 with respect to
the benefits expected to be obtained by completing the plan of
arrangement, the purpose of the arrangement, the expected
suspension and delisting of the Norsat Shares on the NYSE-MKT and
TSX and the application intended to be submitted by Norsat to cease
being a reporting issuer in the relevant Canadian and United States jurisdictions.
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.