Believes Norsat Board Failed to Secure
Additional Value for Shareholders
Considers Current Offer from Hytera
Against the Best Interests of All Stakeholders
Privet Fund's Current Offer to Acquire
Norsat at US$11.50 per Share Remains
Open
ATLANTA,
June 19, 2017
/PRNewswire/ - Privet Fund Management LLC ("Privet" or
"we"), the largest shareholder of Norsat International Inc.
("Norsat") (TSX:NII, NYSE MKT:NSAT), announced today that Privet
will be voting its approximate 17.6% common share ownership AGAINST
the proposed arrangement resolution with Hytera Communications Co.,
Ltd. ("Hytera"). Privet believes the Norsat Board of
Directors squandered a significant opportunity to extract
additional value for all shareholders by failing to deliver a
topping offer from Hytera while Privet's bona fide, fully financed
offer of US$11.50 was on the
table.
"We find it incredible that the Norsat Board believes an
identical offer from Hytera represents the best interests of all
stakeholders in light of the mounting political scrutiny and
regulatory uncertainty surrounding a transaction with
Hytera,1" said Ryan
Levenson, managing member of Privet. "Even more
egregious, in exchange for merely matching Privet's offer, the
Norsat Board gifted an additional US$500,000 to Hytera in the form of an increased
termination fee, making it even more expensive for a third party to
deliver a topping bid. The increased fee brings the total amount of
incremental termination fees Norsat has bestowed upon Hytera for
just keeping up with Privet to US$1
Million – or US$0.17 per
share. That is money that could have gone directly to
shareholders, rather than used to ensure that Hytera remains in an
advantageous negotiating position," added Mr. Levenson.
In light of the current state of affairs, Privet believes
that shareholders should demand that the Board secure the highest
possible price for Norsat rather than bending over backwards to
steer the Company to its (seemingly) preferred acquirer. Should the
arrangement resolution be defeated, Privet believes that the Board
will have no choice but to ensure a clear winning bid is procured
before the shareholders vote on a proposed transaction again.
"Privet is confident that voting against the proposed arrangement
is the surest path to achieving additional value creation," said
Mr. Levenson. "And we will continue to monitor the situation
and evaluate alternatives that can deliver a superior outcome for
all stakeholders."
1 https://www.theglobeandmail.com/news/politics/liberals-waive-security-review-for-chinese-takeover-of-high-tech-firm/article35246673/
https://www.theglobeandmail.com/news/politics/critics-oppose-liberals-handling-of-norsat-takeover/article35258716/
https://www.theglobeandmail.com/news/politics/us-rebukes-canada-over-chinese-takeover-of-norsat/article35294914/
http://news.nationalpost.com/opinion/andrew-coyne-rush-to-sell-norsat-raises-troubling-questions-about-trudeaus-approach-to-china
https://www.theglobeandmail.com/opinion/bainss-mixed-messages-on-norsat-a-cause-for-concern/article35297101/
SOURCE Privet Fund Management LLC