[SatNews] Norsat International Inc. (“Norsat") (TSX: NII and OTC BB: NSATF) has entered into a definitive agreement to acquire all the shares of Sinclair Technologies Holdings Inc., a provider of antenna and RF conditioning products, based in Aurora, Ontario, Canada.

Norsat will pay US$19.25 million, subject to normal closing adjustments, and will finance the transaction with US$4.75 million from cash, US$12.0 million in debt financing from its principal banker, and 4,028,932 common shares issued from treasury. Of the purchase price, the majority will be paid upfront with the remaining portion being held in escrow and earned out over a period of two years, including the common shares. The acquisition is anticipated to close later this month.

Founded in 1951, Sinclair Technologies Inc. (“Sinclair”), the operating subsidiary of Sinclair Technologies Holdings Inc. and provides antenna and RF conditioning products, systems and coverage solutions for public safety, defense, and private wireless networks. Sinclair offers more than 2,000 different products, including Base Station Antennas, Mobile/Transit Antennas, Covert Antennas, Filters, Receiver Multicouplers, and Accessories which are used extensively in public safety and national security communication networks, corporate and commercial communication networks, natural resource management communications systems, road, rail, air, marine and heavy transport communication systems, specialized network applications. Sinclair has industry leading expertise in all aspects of antenna and filter manufacturing. Sinclair’s systems engineers are experienced in custom designing complete systems based on the customer’s unique needs. With a strong focus on R&D and continuous product enhancements, Sinclair continues to expand its product offerings and improve existing designs to better serve its customers. Sinclair has offices in Canada, the United States and the United Kingdom and as of September 30, 2010 had approximately 100 employees.

For the fiscal year ended September 30, 2010, Sinclair had revenues of CAD$20.1 million and EBITDA1 of CAD$3.1 million compared to 2009 revenues of CAD$16.1 million and EBITDA of CAD$2.1 million. These results denote another year of continued growth from Sinclair, which has shown a string of consecutive years of increased revenue and earnings, even during the major economic malaise that has affected global markets since 2008. In the last three years the compound annual growth rate (CAGR) for revenues was 13% and the CAGR for EBITDA was 26 percent.