VANCOUVER, June 16, 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 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 received, reviewed and
considered an offer from Hytera to amend the terms of the existing
Amended Arrangement Agreement. The amended offer is to acquire the
Company for cash consideration of US$11.50 per share and to increase both the
Norsat and Hytera termination fees from US$2.5 million to US$3.0
million, respectively. The Independent Directors have
determined that based on the amended offer from Hytera, the Privet
Subsequent Acquisition Proposal ceases to be a Superior Proposal,
and subject to obtaining approval from the Industrial Technologies
Office representing the Strategic Aerospace and Defence Initiative
program will enter into a further amendment of the Amended
Arrangement Agreement and implement the amended offer.
The previously adjourned annual general and special meeting of
securityholders (the "Meeting") which is scheduled to 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 remains
unchanged.
At this time, there can be no assurance that the amended offer
will lead to the execution of a further amendment of the amended
arrangement agreement with Hytera, or that the transaction
contemplated by Hytera 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 proposed acquisition by Hytera, the upcoming
resumption of the Annual General and Special Meeting of
Securityholders, 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.