VANCOUVER, May 25, 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, March 27, 2017,
April 17, 2017, May 15, 2017 and May 18,
2017, 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 received,
reviewed and considered an offer from Hytera to amend the terms of
the existing Arrangement Agreement. The amended offer is to
acquire the Company for cash consideration of US$11.25 per share, to increase both the Norsat
and Hytera termination fees from US$2.0
million to US$2.5 million,
respectively, and the removal of the condition that permitted
Hytera to not close the transaction in the event that greater than
20% of Norsat Shareholders exercised their Dissent Rights.
The Independent Directors have determined that based on the amended
offer from Hytera, the Privet Proposal ceases to be a Superior
Proposal, and subject to obtaining approval from the Industrial
Technologies Office representing the Strategic Aerospace and
Defence Initiative program will enter into an amendment of the
Arrangement Agreement and implement the amended offer.
The Company intends to hold the previously scheduled Annual
General and Special Meeting of Securityholders at the offices of
Norsat International Inc. at Suite 110-4020 Viking Way,
Richmond, B.C. V6V 2L4 on
Monday May 29, 2017 at 2:00 pm (Pacific time), to attend to annual
general meeting matters, such as (i) receiving the consolidated
financial statements of the Company for the fiscal year ended
December 31, 2016, together with the
auditor's report thereon; (ii) electing directors to the Board for
the ensuing year; (iii) appointing auditors for the ensuing year
and authorizing the directors to fix their remuneration; and then
expects to adjourn the meeting thereafter to a date and time to be
determined, to allow sufficient time to prepare and provide
Securityholders with additional information related to the amended
offer from Hytera.
At this time, there can be no assurance that the amended offer
will lead to the execution of an amended arrangement agreement with
Hytera, or that the transaction contemplated by Hytera 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.
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 proposed acquisition by Hytera, the upcoming
Annual General and Special Meeting of Securityholders, 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.