Privet Fund Discloses Indication of Interest in Acquiring All of the Outstanding Common Shares of Norsat International
ATLANTA, Sept. 19, 2016
ATLANTA, Sept. 19, 2016 /CNW/ – This press release is being disseminated by Privet Fund Management LLC (“Privet”) because Privet is ceasing to file reports under Part 4 of National Instrument 62-103 (Alternative Monthly Reporting System) for Norsat International Inc. (“Norsat” or the “Company”) (TSX:NII , NYSE MKT:NSAT).
On September 16, 2016, Privet sent a letter to the Board of Directors of Norsat (the “Letter”) indicating its interest in acquiring 100% of the common shares of Norsat not already owned at a price of US$8.00 per share in cash pursuant to a consensual, negotiated transaction. The Letter is non-binding, requests a 60-day exclusivity period, and is subject to, among other things, 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 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 5,845,308 common shares stated to be issued and outstanding as of August 3, 2016 by Norsat in its management’s discussion and analysis for the period ended June 30, 2016 filed on August 4, 2016).
The aggregate purchase price of the 1,027,170 common shares of Norsat beneficially owned by Privet and the joint actors is approximately US$5,864,130 (approximately Cdn.$7,748,275 using the Bank of Canada’s exchange rate on September 16, 2016), not including brokerage commissions, which was funded with partnership funds of Privet Fund LP and with assets under separately managed accounts with Privet. Privet Fund LP effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the prime brokers’ credit policies.
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.
A report on Form 62-103F2 (Required Disclosure by an Eligible Institutional Investor under Section 4.3) is being filed by Privet in accordance with applicable Canadian securities laws and will be available on the SEDAR website at www.sedar.com. The report is an amendment to a report dated April 2, 2015. Additional information is also being filed by Privet, Privet Fund LP and Ryan Levenson in accordance with applicable U.S. securities laws.
Privet has not acquired or disposed of securities of Norsat since the report dated April 2, 2015. 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.
SOURCE Privet Fund Management LLC