Trouble on Miranda’s Board of Directors
In a case of company in fighting, Miranda Technologies, a supplier of production and distribution equipment, issued a press release stating that several of its main shareholders oppose a proposal by two investors to replace four of Miranda’s current directors with new candidates of their choice.
JEC Capital Partners, LLC (“JEC”) and JMB Capital Partners Master Fund, L.P. (“JMB”), which together hold a 10.2 percent stake in Miranda, had called for a special meeting of shareholders on Dec. 14 to elect the firms’ preferred directors. At the meeting, four of the seven current directors would have been removed and replaced.
“The board and management of Miranda believe that there are already sufficient shareholders that are opposed to the requisition, holding a sufficient number of shares of the company, to cause the JEC/JMB proposal to fail,” Miranda said in a statement.
“On Dec. 1, 2011, JEC informed us that it owned approximately 7 percent of Miranda’s shares, demanded four seats on our Board and threatened to requisition a meeting if we declined,” said Brian Edwards, chairman of the board of Miranda. “As a matter of good governance, Miranda’s board promptly undertook a clear and transparent process to consider the demand. Following the execution of a confidentiality agreement, JEC received extensive information with respect to the company’s ongoing initiatives. The board explored a number of options with JEC to enable them to voice their views on an ongoing basis and to contribute constructively to the enhancement of the value of Miranda’s franchise.
Edwards continued, “Despite our responsiveness, transparency and open dialogue, JEC rejected our proposals and has opted to submit a formal requisition seeking to take control of the company through the appointment of a majority of the board. This is highly opportunistic and not something that is in the best interest of Miranda and its shareholders.”
Miranda said it is well positioned financially, operationally and competitively to continue to drive profitable growth. The board and management said it remained confident that the implementation of Miranda’s strategic plan and initiatives would continue to enhance value for all of its shareholders.
Miranda and its board said they are advised by BMO Capital Markets as financial advisors and Osler, Hoskin & Harcourt LLP as legal counsel.
“Miranda continues to review the requisition and will make a further announcement regarding its response in due course,” the company said.