Norsat International Inc. (“Norsat” or “the Company”) (TSX: NII and NYSE MKT: NSAT) has completed the plan of arrangement (the “Arrangement”) with Hytera Communications Co., Ltd. (“Hytera”), pursuant to which Hytera Project Corp. (“Hytera Project”), a wholly-owned, indirect subsidiary of Hytera, directly acquired ownership and control over 5,848,808 common shares of Norsat (the “Norsat Shares”). That ownership and control represents 100 percent of the issued and outstanding Norsat Shares.
The cash purchase price under the arrangement was US$11.50 (or Cdn.$14.57) per Norsat Share and the total consideration paid for the 5,848,808 Norsat Shares was US$67,261,292 (or Cdn.$85,202,724). Prior to the arrangement, Hytera did not hold any Norsat Shares.
The purpose of the arrangement was for Hytera to acquire, through its wholly-owned indirect subsidiary, Hytera Project, all of the issued and outstanding Norsat Shares. With the completion of the plan of arrangement, Norsat’s Shares will be suspended from the NYSE-MKT prior to its opening on July 20, 2017, and are expected to cease to be listed for trading on the NYSE-MKT on or about the close of business on July 31, 2017.
Norsat’s Shares will cease to be listed for trading on the Toronto Stock Exchange (the “TSX”) on or about the close of business on July 25, 2017. Norsat intends to apply to the relevant securities regulatory authorities to cease to be a reporting issuer in each of British Columbia and Ontario in Canada and in the United States. The expectation is that Dr. Amiee Chan will be the sole director of Norsat, post-closing, and Dr. Amiee Chan and Messrs. Arthur Chin and Ken Broom will be the officers, serving as President and CEO, CFO and General Manager, Sinclair Division, respectively, of the Company.
Dr. Amiee Chan, President and CEO of Norsat, stated, “We would like to take this opportunity to thank the past directors, past shareholders, management, employees, customers and other stakeholders for their support. We are thrilled to join the Hytera family and we look forward to serving all of our worldwide customers with an even broader platform of innovative products to meet their stringent requirements for communication solutions.”
Mr. Qingzhou Chen, Chairman of Hytera, added, “We are pleased to welcome the Norsat team and suite of products to the Hytera family. Norsat’s antenna and filter products are very complementary to our existing business and we are excited by Norsat’s innovative satellite products and the prospects of the satellite communications industry. We believe the addition of Norsat will create new opportunities for long-term growth.”
