Norsat Notifies Hytera Of Superior Acquisition Proposal
Norsat International 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 reviewed and considered an updated unsolicited proposal from Privet Fund Management to acquire the company for cash consideration of $11 per share. The independent directors have determined that the Privet proposal constitutes a “superior proposal” as defined in the arrangement agreement with Hytera.
Norsat has delivered written notice to Hytera of the determination of the independent directors. Hytera has a period of five business days from May 18 to offer to amend the terms of the arrangement agreement. Hytera is under no obligation to make such an offer, but if it offers to amend the arrangement agreement and the independent directors determine 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 Hytera does not offer to amend the arrangement agreement, or offers to amend but the Privet proposal remains superior, Norsat intends to accept the Privet proposal and enter into a definitive agreement, terminate the arrangement agreement and pay Hytera the termination fee of $2 million, all in accordance with the terms of the arrangement agreement. However, Norsat can only execute a definitive agreement with Privet after approval from the Industrial Technologies Office representing the Strategic Aerospace and Defense Initiative program. Further, any transaction with Privet would be subject to shareholder and all required regulatory approvals.