Norsat International Inc has announced that further to its news releases of September 19, 2016, March 17, 2017 and March 27, 2017, it has recently received an unsolicited, conditional, non-binding proposal from Privet Fund Management LLC (“Privet”) to acquire the Company for cash consideration of US$11.00 per share. The non-binding proposal is subject to conditions including due diligence and financing. Consistent with its fiduciary responsibilities, Norsat’s Board of Directors has constituted a special committee of the Board to, in consultation with its legal and financial advisors, review and consider this proposal. Norsat has provided notice to Hytera Communications Co. Ltd. (“Hytera”) of the receipt of the unsolicited proposal from Privet.
On March 24, 2017, Norsat entered an Arrangement Agreement with Hytera and its wholly-owned subsidiary, Hytera Project Corp., under which Hytera is proposing to acquire all outstanding shares of Norsat. At this time the Board has not changed its recommendation regarding the pending transaction with Hytera.
If, after reviewing the proposal from Privet, the Board determines that the offer by Privet is a “Superior Proposal”, as defined in the Arrangement Agreement, it will notify Hytera of that determination. Hytera will then have a period of five business days to offer to amend the terms of the Arrangement Agreement. Hytera is under no obligation to make such an offer, but if they offer to amend the Arrangement Agreement and the Board determines that the proposal of Privet ceases to be a Superior Proposal, Norsat will enter into an amendment of the Arrangement Agreement and implement the amended offer. If, after the Board determines the Privet offer is a Superior Proposal, Hytera does not offer to amend the Arrangement Agreement, or offers to amend but the Privet proposal remains a Superior Proposal, Norsat intends to accept the Privet proposal, terminate the Arrangement Agreement and pay Hytera the termination fee of US$2.0 million, all in accordance with the terms of the Arrangement Agreement.
There can be no assurance that the Privet proposal will lead to the termination of the Arrangement Agreement and the execution of a definitive agreement with Privet, or that the transaction contemplated by the Privet proposal will be approved by the shareholders of Norsat or consummated.