Monday, June 19, 2017

Norsat to Reconvene AGM on June 22nd to Discuss US and Chinese Purchase Offers

          By Chuck Black

Innovation Minister Navdeep Bains, Transport Minister Marc Garneau, International Trade Minister François-Philippe Champagne and Steven MacKinnon, the parliamentary secretary to the Minister of Public Services and Procurement will be joining a large delegation of Canadian companies attending the 2017 International Paris Air Show this week, where they are expected to focus on promoting the "aero" component of Canada's aerospace industry to an international audience.

Which is sort of a political shame, because back in Canada, both Chinese based Shenzhen, China based Hytera Communications and Atlanta based Privet Fund Management are plotting their next move to acquire Richmond, BC based Norsat International, which sells custom satellite communications capabilities to Canadian and US civilian and military organizations for "remote and challenging applications."

A showdown is expected this week, whether or not the appropriate Canadian politicians weigh in on the matter.

As outlined in the June 17th, 2017 Norsat press release, "Reconvened Annual General Meeting," Norsat shareholders will have the opportunity to discuss both the Hytera & Privet purchase offers when Norsat AGM reconvenes its annual general meeting on Thursday, June 22nd, 2017.

US based Privet currently seems to possess the advantage. As outlined in the June 19th, 2017 Privet press release, "Privet Fund Management LLC Announces Intention To Vote Against Arrangement Resolution Between Norsat International and Hytera Communications Co," Privet already owns 17.6% of the common shares of Norsat, and intends to vote against the Hytera offer.

But they seem to be opposed by the Norsat board. As outlined in the Privet press release:
"We find it incredible that the Norsat Board believes an identical offer from Hytera represents the best interests of all stakeholders in light of the mounting political scrutiny and regulatory uncertainty surrounding a transaction with Hytera," said Ryan Levenson, managing member of Privet. 
"Even more egregious, in exchange for merely matching Privet's offer, the Norsat Board gifted an additional US$500,000 to Hytera in the form of an increased termination fee, making it even more expensive for a third party to deliver a topping bid. The increased fee brings the total amount of incremental termination fees Norsat has bestowed upon Hytera for just keeping up with Privet to US$1 Million – or US$0.17 per share."
"That is money that could have gone directly to shareholders, rather than used to ensure that Hytera remains in an advantageous negotiating position," added Mr. Levenson.

Privat also seems to enjoy the support of at least one US government organization.

As outlined in the June 12th, 2017 Globe and Mail post, "US rebukes Canada over Chinese takeover of Norsat," the US-China Economic and Security Review Commission,  a US congressional commission, warned last week that "the Trudeau government’s decision to green-light a Chinese takeover of a Canadian high-tech firm that sells satellite-communication systems to the American military jeopardizes US national security" and urged the Pentagon to “immediately review” its dealings with Norsat.

But this doesn't mean that the US acquisition of Norsat is a sure thing.

Certainly if the Liberal party were up to date on this particular sale, they could have handled it with a little more finesse. As outlined in the June 12th, 2017 post, "US and Chinese Firms Joust Over Norsat as Opposition Criticizes Liberals for Allowing Sale," they were initially caught unaware of the importance of the company to both Canadian and US national security.

The final sale, as of now, could certainly go either way. And while it would certainly be considered more appropriate to our security requirements if Canadian defence needs were included in the calculation of the final sale of Norsat to any foreign entity, that might not happen.

After all, our Innovation Minister and his colleagues will instead be in Paris, where they will focus on issues other than our national defence and the role of our space industry in its maintenance.

Perhaps Minister Bains will even get in a little sight-seeing before returning to Canada and getting back to work. Paris is a great tourist attraction.

Nuff said...
Chuck Black.

Chuck Black is the editor of the Commercial Space blog.

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