Adjourned meeting to resume on
Thursday, June 22, 2017, at
2:00 pm (Pacific
time)
Hytera all-cash offer to acquire
Norsat for $11.50 USD per share is
the highest and only
binding and definitive offer available to
securityholders.
Offer represents an 81% premium over
the unaffected trading price on September
16, 2016, and an
86% premium over the 20-day volume weighted average price on
September 16,
2016.
Independent Directors recommend
securityholders 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 20, 2017
/CNW/ - 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 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 $11.50 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 $70.6 million USD.
The previously adjourned annual general and special
meeting of securityholders (the "Meeting") 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.
Cash Consideration and Attractive Premium
– Under the Arrangement, shareholders of Norsat will receive
$11.50 USD per Norsat share in cash,
offering immediate liquidity and certainty of consideration. The
cash consideration per share represents a premium of 81% over the
unaffected trading price of the shares 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 86%
over the 20-day VWAP 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 and recommend that
the securityholders of Norsat vote FOR the Arrangement
Resolution.
Details of the Arrangement and Required
Approvals – The Arrangement will be subject to a
number of customary conditions, including 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 court
approval and to the receipt of all required regulatory approvals,
the transaction is expected to close in the third quarter of
2017.
A copy of the amending agreement and revised plan of
arrangement 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
$3.0 million USD (increased from
$2.5 million USD) and subject to the
right of Hytera to match the superior proposal in
question.
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.