All-cash offer price represents premium of
77% over unaffected trading price of the shares on September 16, 2016 (the date before which a
shareholder of Norsat publicly expressed an interest in acquiring
control of Norsat), and 82% over the 20-day volume weighted average
price ("VWAP") ending on September 16,
2016.
Transaction has unanimous support of
Norsat's Independent Directors.
VANCOUVER, May 31, 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, May 18,
2017 and May 25, 2017, that it
has entered into an amended arrangement agreement (the "Amended
Arrangement Agreement") with Hytera Project Corp. ("Hytera"), a
subsidiary of Hytera Communications Co., Ltd., pursuant to which
Hytera will acquire all the issued and outstanding shares of Norsat
for $11.25 in United States dollars ("USD") in cash per
share, pursuant to a court-approved plan of arrangement (the
"Arrangement"). All unexercised options and restricted share
units will also be acquired under the Arrangement. The proposed
transaction values Norsat at an equity value of approximately
$69 million USD.
"We are pleased that we were able to conclude a revised
agreement with Hytera. We continue to believe this all-cash
transaction offers Norsat shareholders immediate liquidity and
certainty of value. We thank our shareholders for their patience
and support during the process, a process that has ultimately
surfaced significant value for all Norsat shareholders," said
Fabio Doninelli, Director and
Chairman of the Board.
Cash Consideration and Attractive Premium – Under the
Arrangement, shareholders of Norsat will receive $11.25 USD per Norsat share in cash, offering
immediate liquidity and certainty of consideration. The cash
consideration per share represents a premium of 77% over the
unaffected trading price of the shares on the Toronto Stock
Exchange, on September 16, 2016, the
last trading day prior to the announcement on September 19, 2016 by Privet, a shareholder of
Norsat of its interest in acquiring Norsat. The Arrangement also
represents a premium of 82% over the 20-day VWAP on the
Toronto Stock Exchange ending on September
16, 2016.
Independent Directors Support and Approval – The
Independent Directors have unanimously determined that the
Arrangement is in the best interests of Norsat and its
shareholders. The Board has received an updated opinion from its
independent advisor, KPMG LLP, that as of May 30, 2017 and subject to the assumptions,
limitations and qualifications set forth herein, the consideration
to be received by shareholders of Norsat pursuant to the
Arrangement Agreement, as amended, is fair, from a financial point
of view, to shareholders of Norsat.
Details of the Arrangement and Required Approvals – The
Arrangement will be subject to a number of customary conditions,
including the approval of Norsat securityholders and certain
regulatory approvals including under the Investment Canada Act.
The Arrangement will be considered by shareholders upon the
resumption of the Annual General and Special Meeting of Norsat
securityholders which was originally held on Monday, May 29, 2017 (the "Meeting").
Following the passing of certain annual general meeting matters the
Meeting was adjourned to a date and time to be determined. The
transaction will require the approval of at least 66 2/3% of the
votes cast by securityholders at the meeting. If approved by
securityholders, and subject to the receipt of all required
regulatory approvals, the transaction is expected to close in the
third quarter of 2017.
Securityholders will be provided with details of the time and
date that the meeting will reconvene to consider the revised Hytera
offer, as well as supplemental information to the management
information circular previously distributed containing additional
detailed information about the transaction and the voting
procedures. The supplemental information, a copy of the amending
agreement, revised plan of arrangement, and related documents will
be filed with Canadian and United
States securities regulators and will be available on SEDAR
at www.sedar.com and on EDGAR at www.sec.gov.
The Arrangement Agreement, as amended, provides for, among other
things, customary non-solicitation provisions, with "fiduciary out"
provisions that allow Norsat to terminate the Arrangement Agreement
to accept an unsolicited superior proposal in certain
circumstances, subject to payment of a termination fee of
$2.5 million USD (increased from
$2.0 million USD) and subject to the
right of Hytera to match the superior proposal in question.
Advisors
Raymond James Ltd. is acting as financial
advisor to Norsat. KPMG LLP, an independent advisor, provided
an updated Fairness Opinion to the Board in connection with the
amended transaction. McMillan LLP is acting as Norsat's legal
advisor. Bayfield Strategy, Inc. is Norsat's strategic
communications advisor.
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 potential
benefits that could arise due to the transaction, the expected
closing date of the transaction, Norsat's market opportunities,
strategies, competition, expected activities and expenditures as it
pursues its business plan, 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.