NSI Communications Acquires Vistar Telecommunications

On January 19, 2001, NSI Communications Inc. (NSI), a leading international provider of equipment for the satellite-based telecommunications sector, purchased all of the outstanding shares of Vistar Telecommunications Inc. (Vistar) owned by the institutional shareholders of Vistar. Total consideration was about $51.2 million, including approximately $39.7 million in cash. Vistar is an Ottawa-based company and an emerging leader in the wireless data communications industry.

In connection with the acquisition, NSI recently closed two private placements with QSSP Funds. A total of 5,822,700 NSI common shares were issued at a price of $1.1164 for total gross proceeds of $6.5 million. A third private placement also closed with two major investors, SGF Tech inc., a subsidiary of Société Générale de Financement du Québec, and Tamimi Group, one of Saudi Arabia’s largest commercial and industrial groups, for an additional $45 million.

The principal vendors in the transaction were represented by Andrew Foti and Julie Paquette of Ogilvy Renault’s Ottawa office and Nadine Ganesan of its Montreal office. NSI was represented by Janice Naymark and Alwynn Gillett of Spiegel Sohmer in Montreal, with Charles Spector, François Brais and Valery Zamuner of Fraser Milner Casgrain LLP’s Montreal office acting as special counsel on securities-related matters.