Photo: Norsat.

Norsat International announced it has recently received an unsolicited, conditional, non-binding proposal from Privet Fund Management to acquire the company for cash consideration of $11 per share. According to Norsat, its board of directors has constituted a special committee of the board to, in consultation with its legal and financial advisors, review and consider this proposal.

On March 24, Norsat entered an arrangement agreement with Hytera Communications and its wholly-owned subsidiary, Hytera Project, under which Hytera is proposing to acquire all outstanding shares of Norsat. At this time the board has not changed its recommendation regarding the pending transaction with Hytera, and has provided notice to Hytera of the receipt of the unsolicited proposal from Privet.

The company stated that it will notify Hytera if the board determines that the Privet’s offer is a superior proposal. Hytera will then have a period of five business days to offer to amend the terms of the arrangement agreement. Hytera is under no obligation to make such an offer, but if they offer to amend the arrangement agreement and the Board determines that the proposal of Privet ceases to be a superior proposal, Norsat will implement the amended offer. If, after the board determines the Privet offer is a superior proposal, Hytera does not offer to amend the arrangement agreement, or offers to amend but the Privet proposal remains a superior proposal, Norsat intends to accept the Privet proposal, terminate the arrangement agreement and pay Hytera the termination fee of $2 million, all in accordance with the terms of the arrangement agreement.