VANCOUVER, May 15, 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 and
April 17, 2017, it has received an
updated unsolicited, proposal from Privet Fund Management LLC
("Privet") to acquire the Company for cash consideration of
US$11.00 per share (the "Privet
Proposal"). The Privet Proposal is not subject to any due
diligence or financing conditions. Privet has indicated that
it is prepared to sign a definitive agreement on non-financial
terms and conditions substantially identical to the existing
arrangement agreement with Hytera (the "Arrangement
Agreement").
The Special Committee comprising all of the Independent
Directors of the Board of Directors, in consultation with the
Company's legal and financial advisors, will review and consider if
the Privet Proposal is a "Superior Proposal" as defined in the
Arrangement Agreement. If, after completing the review, the
Independent Directors determine that the offer by Privet is a
Superior Proposal, they 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
Independent Directors determine 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 Independent Directors determine 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.
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
approvals from and including but not limited to shareholders of
Norsat, under the Investment Canada Act and Controlled Goods
Directorate.
At this time, 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 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 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.