Privet Fund Management has formally indicated an interest in acquiring Norsat International Inc (TSX: NII), a Richmond, British Columbia provider of customized communication solutions for remote and challenging applications. Privet, a U.S. hedge fund manager, said it is prepared to buy shares not already owned for US$11 per share in cash, which exceeds a US$10.25 per-share offer made by Hytera Communications Co Ltd last month. Privet, Norsat’s largest investor with a 17.6 percent interest, said the proposed Hytera deal is not in the best interests of shareholders.
Privet Fund Offers US$11.00 Per Share to Acquire Norsat International Inc.
ATLANTA, GA, April 17, 2017 /CNW/ – Privet Fund Management LLC (“Privet”) announced today that Privet sent to the board of directors of Norsat International Inc. (“Norsat”) (TSX:NII , NYSE MKT:NSAT) a letter indicating its interest in acquiring 100% of the common shares of Norsat not already owned at a price of US$11.00 per share in cash pursuant to a plan of arrangement. This consideration is greater than the US$10.25 per share in consideration offered by Hytera Communications Co., Ltd. (“Hytera”) in the arrangement agreement (the “Hytera Agreement”) Norsat entered into, announced on March 27, 2017.
Privet shared its belief that this revised indication of interest can reasonably be expected to result in a “Superior Proposal” as defined in the Hytera Agreement. Accordingly, Privet requested access to updated financial and legal diligence information so that it can deliver a “Superior Proposal” in a timely manner.
Further, as Norsat’s largest shareholder, owning approximately 17.6% of the outstanding common shares, Privet expressed disappointment in the ultimate result of Norsat’s negotiations with Hytera. Privet does not view the financial terms of the proposed Hytera arrangement to be in the best interests of Norsat shareholders at this time and expressed substantial doubt that the Hytera arrangement (offering US$10.25 per share) will be approved by shareholders.
The letter is non-binding and is subject to satisfactory completion of Privet’s due diligence review of Norsat, the receipt of financing by Privet and the negotiation and execution of a mutually acceptable definitive acquisition agreement between Privet and Norsat.
Privet continues to maintain ownership and control of 1,027,170 common shares of Norsat, representing approximately 17.6% of the outstanding common shares (based upon the 5,848,808 common shares stated to be issued and outstanding as of March 24, 2017 by Norsat in the Hytera Agreement filed on March 28, 2017).
Privet, a Delaware limited liability company and a registered investment advisor under the United States Investment Advisers Act of 1940, as amended, is the investment advisor to Privet Fund LP, a Delaware limited partnership. Ryan Levenson is the sole managing member of Privet, which is the general partner and investment advisor of Privet Fund LP. Each of Privet Fund LP and Ryan Levenson may be considered joint actors with Privet in connection with the disclosure set out herein.
An early warning report on Form 62-103F1 is being filed by Privet in accordance with applicable Canadian securities laws and will be available on the SEDAR website at www.sedar.com. Additional information is also being filed by Privet, Privet Fund LP and Ryan Levenson in accordance with applicable U.S. securities laws.
Depending on various factors, Privet may take such actions with respect to its investment in Norsat as it deems appropriate, including, without limitation, purchasing additional securities or other financial instruments relating to Norsat or selling some or all of the securities, engaging in hedging or similar transactions with respect to securities related to Norsat and/or otherwise changing its intentions with respect to the purposes of its investment in Norsat.
For further information: For a copy of the early warning report, go to www.sedar.com or contact Kevin R. West, SkyLaw Professional Corporation at 1.416.759.5299.
Photo courtesy of Norsat International Inc