Miranda Technologies announced today that it has entered into an agreement with Belden pursuant to which Belden has agreed, subject to the terms of the Support Agreement, to offer to purchase all outstanding common shares of Miranda by way of a take-over bid at a price of C$17.00 per share in cash (the “Offer”).
The Offer represents the culmination of the strategic review process initiated by the Corporation’s Board of Directors in March 2012 in order to review opportunities to further enhance value and build on the Corporation’s momentum. A special committee of the Board of Directors (the “Special Committee”) led the review process. The Special Committee considered how best to ensure that any transaction would both recognize Miranda’s value and its success to date, as well as its future prospects, and position Miranda’s business effectively for continued growth.
During this process, the Corporation received enquiries and proposals and had discussions with a number of parties, including Belden, which expressed an interest in acquiring the Corporation. After consultation with its financial and legal advisers, and after receiving the unanimous recommendation of the Special Committee, Miranda’s Board of Directors has unanimously determined that the Offer is fair to the holders of Miranda common shares and is in the best interests of the Corporation and has agreed to recommend to shareholders that they accept the Offer.
Commenting on the transaction, Strath Goodship, Miranda’s president and CEO, stated, “The offer by Belden reflects the value created by our employees, management team and Board of Directors. This is an attractive opportunity for Miranda shareholders to realize a significant premium for their shares in an all cash deal. Belden has a strong portfolio of successful businesses, proven experience with many of our broadcast customers, and a solid reputation in Canada and Montreal. Our businesses and technologies are highly complementary and bringing them together will generate a more complete set of end-to-end solutions for our customers. Together, we can continue to build on our success as a premium provider to the broadcast industry.”
Miranda and Belden will develop an integration plan that best leverages the combined capabilities of the two companies. Belden has no plans for any changes to Miranda’s existing operations, including the R&D and manufacturing operations located at its Montreal base, and it is not expected that there will be any significant changes to employment levels. With no significant product overlap, the primary focus will be to ensure continuity of supply and support for customers of both companies.
Brian Edwards, Chairman of the Board of Miranda, said “Belden is making an attractive offer to our shareholders that recognizes the value and potential of our company. The Special Committee and the Board, in conjunction with our financial and legal advisors, has made a thorough assessment of the options available to the Corporation and determined that the value and certainty offered by this transaction represent an excellent opportunity for our shareholders to realize significant value and for the Corporation to continue to evolve and succeed. The Board would like to congratulate management on having built a worldwide industry leader from its base in Montreal that has attracted significant interest from both strategic and financial parties. Management has assembled a team of talented and committed employees at Miranda and today they have every reason to be proud of their accomplishments.”
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