VANCOUVER, May 18, 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 and May 15, 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
reviewed and considered 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 Independent Directors have
determined that the Privet Proposal constitutes a "Superior
Proposal" as defined in the Arrangement Agreement with Hytera (the
"Arrangement Agreement").
Norsat has delivered written notice to Hytera of the
determination of the Independent Directors. Hytera now
has a period of five business days (the "Right to Match Period") 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 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 and enter into a definitve agreement,
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
shareholder and all required regulatory approvals.
The Right to Match Period expires on May
25, 2017.
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.