VANCOUVER, May 25, 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 further to its news releases of September 19,
2016, March 17, 2017, March 27, 2017, April 17, 2017, May 15, 2017 and May 18, 2017, the
Special Committee comprising all of the Independent Directors of the Board of Directors, in consultation with the Company's legal
and financial advisors, have received, reviewed and considered an offer from Hytera to amend the terms of the existing
Arrangement Agreement. The amended offer is to acquire the Company for cash consideration of US$11.25 per share, to increase both the Norsat and Hytera termination fees from US$2.0
million to US$2.5 million, respectively, and the removal of the condition that permitted
Hytera to not close the transaction in the event that greater than 20% of Norsat Shareholders exercised their Dissent
Rights. The Independent Directors have determined that based on the amended offer from Hytera, the Privet Proposal ceases
to be a Superior Proposal, and subject to obtaining approval from the Industrial Technologies Office representing the Strategic
Aerospace and Defence Initiative program will enter into an amendment of the Arrangement Agreement and implement the amended
offer.
The Company intends to hold the previously scheduled Annual General and Special Meeting of Securityholders at the offices of
Norsat International Inc. at Suite 110-4020 Viking Way, Richmond, B.C. V6V 2L4 on Monday May 29, 2017 at 2:00 pm (Pacific time), to attend to annual general
meeting matters, such as (i) receiving the consolidated financial statements of the Company for the fiscal year ended
December 31, 2016, together with the auditor's report thereon; (ii) electing directors to the Board
for the ensuing year; (iii) appointing auditors for the ensuing year and authorizing the directors to fix their remuneration; and
then expects to adjourn the meeting thereafter to a date and time to be determined, to allow sufficient time to prepare and
provide Securityholders with additional information related to the amended offer from Hytera.
At this time, there can be no assurance that the amended offer will lead to the execution of an amended arrangement agreement
with Hytera, or that the transaction contemplated by Hytera will obtain all necessary approvals or be consummated.
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 investor@norsat.com or by phone at 1-604-821-2800.
Forward Looking Statements
The discussion and analysis of this news release contains forward-looking statements concerning anticipated
developments in Norsat's operations in future periods, the adequacy of its financial resources and other events or conditions
that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as "expects,"
"anticipates," "believes," "intends," "estimates", "predicts," "potential," "targeted," "plans," "possible" and similar
expressions, or statements that events, conditions or results "will," "may", "could" or "should" occur or be achieved. These
forward-looking statements include, without limitation, statements about the proposed acquisition by Hytera, the upcoming Annual
General and Special Meeting of Securityholders, the adequacy of available cash resources and other statements about future events
or results. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of
the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due
to a variety of risks, uncertainties and other factors, such as business and economic risks and uncertainties. The
forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made.
Consequently, all forward-looking statements made in this news release are qualified by this cautionary statement and there can
be no assurance that actual results or anticipated developments will be realized. For the reasons set forth above, investors
should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this
news release and Norsat assumes no obligation to update or revise them to reflect new events or circumstances, other than as
required by law.
SOURCE Norsat International Inc.
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