VANCOUVER, April 17, 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 further to its news releases of September 19, 2016, March
17, 2017 and March 27, 2017,
it has recently received an unsolicited, conditional, non-binding
proposal from Privet Fund Management LLC ("Privet") to acquire the
Company for cash consideration of US$11.00 per share. The non-binding
proposal is subject to conditions including due diligence and
financing. Consistent with its fiduciary responsibilities,
Norsat's Board of Directors has constituted a special committee of
the Board to, in consultation with its legal and financial
advisors, review and consider this proposal. Norsat has
provided notice to Hytera Communications Co. Ltd. ("Hytera") of the
receipt of the unsolicited proposal from Privet.
On March 24, 2017, Norsat entered
an Arrangement Agreement with Hytera and its wholly-owned
subsidiary, Hytera Project Corp., under which Hytera is proposing
to acquire all outstanding shares of Norsat. At this time the
Board has not changed its recommendation regarding the pending
transaction with Hytera.
If, after reviewing the proposal from Privet, the Board
determines that the offer by Privet is a "Superior Proposal", as
defined in the Arrangement Agreement, it will notify Hytera of that
determination. Hytera will then have a period of five
business days to offer to amend the terms of the Arrangement
Agreement. Hytera is under no obligation to make such an
offer, but if they offer to amend the Arrangement Agreement and the
Board determines that the proposal of Privet ceases to be a
Superior Proposal, Norsat will enter into an amendment of the
Arrangement Agreement and implement the amended offer. If,
after the Board determines the Privet offer is a Superior Proposal,
Hytera does not offer to amend the Arrangement Agreement, or offers
to amend but the Privet proposal remains a Superior Proposal,
Norsat intends to accept the Privet proposal, terminate the
Arrangement Agreement and pay Hytera the termination fee of
US$2.0 million, all in accordance
with the terms of the Arrangement Agreement.
There can be no assurance that the Privet proposal will lead to
the termination of the Arrangement Agreement and the execution of a
definitive agreement with Privet, or that the transaction
contemplated by the Privet proposal will be approved by the
shareholders of Norsat or 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.
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.