Norsat International announced that it received an unsolicited, conditional, nonbinding proposal from Privet Fund Management to acquire the company for cash consideration of $11 per share. The announcement follows a March agreement between Norsat and Hytera Project, a subsidiary of Hytera Communications, under which Hytera planned to acquire Norsat for $10.25 in cash per share.U.S. ITC to Begin Investigation into Motorola’s Complaint Against Hytera
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Consistent with its fiduciary responsibilities, Norsat’s board of directors constituted a special committee of the board to, in consultation with its legal and financial advisors, review and consider the new proposal. Norsat provided notice to Hytera Communications of the receipt of the unsolicited proposal from Privet.
At this time, the board has not changed its recommendation regarding the pending transaction with Hytera, a Norsat statement said. 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 agreement.
Hytera is under no obligation to make such an offer, but if Hytera amends the agreement and board determines that the proposal of Privet ceases to be a superior proposal, Norsat will implement the Hytera offer. If Hytera does not offer to amend the agreement or the Privet proposal remains a superior proposal, Norsat intends to accept the Privet proposal, terminate the agreement and pay Hytera the termination fee of $2 million, in accordance with the terms of the arrangement agreement.
Norsat owns Sinclair Technologies, a manufacturer of antennas for the mission-critical communications market.