Adjourned meeting to resume on Thursday, June 22, 2017, at 2:00 pm (Pacific time)
Hytera all-cash offer to acquire Norsat
$11.25 USD per share is the highest
and only, binding and definitive offer available to
securityholders.
Offer provides securityholders with a 77%
premium over the unaffected trading price on September 16, 2016, and 82% over the 20-day
volume weighted average price ending on September 16, 2016.
Independent Directors recommend
securityholders to vote FOR the arrangement with Hytera prior to
the proxy cut-off of 2:00 p.m. (Pacific
time) on June 20,
2017.
VANCOUVER, June 5, 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, is pleased
to announce that it has filed and is in the process of mailing
supplemental information (the "Supplemental Information") to
securityholders in respect of the previously adjourned annual
general and special meeting of securityholders (the "Meeting").
The Meeting will resume on Thursday, June
22, 2017, at 2:00 pm (Pacific
time) at the offices of Norsat International Inc. at Suite
110-4020 Viking Way, Richmond,
B.C., V6V 2L4.
As more fully described in the Supplemental Information, at the
Meeting, securityholders of Norsat will have the opportunity to
vote on the previously announced amended arrangement with Hytera
Project Corp. ("Hytera") an indirect subsidiary of Hytera
Communications Co., Ltd. pursuant to which Hytera is to acquire all
the issued and outstanding shares of Norsat for $11.25 USD per share (the "Arrangement").
At the Meeting, securityholders of Norsat will be asked to
consider a resolution to approve the revised Arrangement (the
"Arrangement Resolution"). The Arrangement Resolution must be
approved by not less than 66 2⁄3% of the votes cast by the Norsat
Securityholders, either in person or by proxy, at the Meeting.
Copies of the Supplemental Information are also available on
Norsat's website at www.norsat.com and 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 provides securityholders with a 77% premium over
the unaffected trading price of Norsat's 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 ending on September 16,
2016.
Securityholders
who have already voted on the Arrangement Resolution and do not
want to change their vote DO NOT need to vote again. However,
securityholders who have not voted or wish to change their vote may
do so prior to the proxy deadline.
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If you have NOT already voted your vote is important
regardless of how many securities you own. To ensure that your
securities will be represented at the Meeting, whether or not you
are personally able to attend, registered holders of securities are
asked to return the form of proxy previously distributed with the
original management information circular dated April 28, 2017, properly completed and signed,
prior to 2:00 p.m. (Pacific time) on
June 20, 2017 (or a day, other
than a Saturday, Sunday or holiday which is at least two business
days prior to any adjournment or postponement of the Meeting). If
you are non-registered shareholders, meaning your shares are not
registered in your own name but are registered in the name of a
broker, bank or other intermediary, follow the instructions
provided on your voting instruction form previously distributed
with the Circular.
New proxies or
voting instructions are NOT being distributed with the Supplemental
Information. If you have questions or require replacement proxy
materials, you may contact the proxy solicitation agent, Evolution
Proxy, Inc., by telephone at: 1-844-226-3222 (North American Toll
Free Number) or 1-416-855-0238 (Outside North America); or by email
at: info@evolutionproxy.com
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The Supplemental Information contains a detailed description of
the Arrangement, as amended, and sets forth the actions to be taken
by you at the reconvened Meeting. You should carefully consider all
of the information in the Supplemental Information and consult your
financial, legal or other professional advisors if you require
assistance.
The Arrangement is also subject to court approval.
Assuming that all of the conditions to the Arrangement are
satisfied, Norsat expects the Arrangement to become effective in
the third quarter of 2017.
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 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.