Norsat Securityholders Approve Plan of Arrangement with Hytera Communications Co., Ltd.
VANCOUVER, June 23, 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 at the adjourned 2017 annual general and special meeting of securityholders of Norsat held on June 22, 2017 (the "Meeting"), securityholders of Norsat voted in favour of a special resolution to approve the plan of arrangement, pursuant to which Hytera Communications Co., Ltd. ("Hytera") will acquire all the issued and outstanding shares of Norsat for $11.50 in United States dollars ("USD") in cash per share by way of a court-approved plan of arrangement (the "Arrangement").
Approval of the Arrangement required approval by: (i) 66⅔% of the votes cast by securityholders present in person or represented by proxy at the Meeting, voting together as a single class; (ii) 66⅔% of the votes cast by shareholders present in person or represented by proxy at the Meeting, voting as a single class; and (iii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by such shareholders that are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").
At the Meeting, approximately 64.87% of the outstanding Norsat shares and Norsat Options and RSUs were present in person or represented by proxy.
The voting results are summarized as follows:
| Votes For |
% Votes For |
Votes Against |
% Votes |
|
| Securityholders1 |
2,886,497 |
72.53 |
1,093,475 |
27.47 |
| Shareholders |
2,615,280 |
70.53 |
1,092,910 |
29.47 |
| Shareholders, excluding the |
2,241,355 |
67.22 |
1,092,910 |
32.78 |
The voting results excluding the votes believed to have been cast by Privet Fund Management LLC and Privet Fund LP (together "Privet")2, which made a rival offer to acquire Norsat, are summarized as follows:
| Votes For |
% Votes For |
Votes Against |
% Votes |
|
| Securityholders1 |
2,886,497 |
97.75 |
66,305 |
2.25 |
| Shareholders |
2,615,280 |
97.55 |
65,740 |
2.45 |
| Shareholders, excluding the |
2,241,355 |
97.15 |
65,740 |
2.85 |
Completion of the Arrangement remains conditional on approval by the Supreme Court of British Columbia (the "Court"), as well as obtaining regulatory approvals and certain other closing conditions. Norsat intends to apply for a final order of the Court approving the Arrangement on June 27, 2017. Assuming that the conditions to closing are satisfied and the necessary regulatory approvals are obtained, it is expected that the closing of the Arrangement will be completed in the third quarter of 2017.
Further information about the Arrangement is set forth in the information circular, supplemental information and proxy statement in respect of the securityholders meeting which have been filed with Canadian and United States securities regulators and are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
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 [email protected] or by phone at 1-604-821-2800.
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1 Securityholders mean the Norsat Shareholders, Option Holders and RSU Holders.
2 1,027,170 is based on Privet's Early Warning Report filed on SEDAR on June 12, 2017.
SOURCE Norsat International Inc.
Dr. Amiee Chan, President & CEO, Tel: 604 821-2800, Email: [email protected]; Mr. Arthur Chin, Chief Financial Officer, Tel: 604 821-2800, Email: [email protected]
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