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Miranda Board Resists Revolt

MONTREAL, CANADA: The board of Miranda Technologies this week averted a hostile takeover in a shareholder vote that confirmed the sitting members and added Tim Thorsteinson as a director. Thorsteinson was one of for nominees put forth by two financial firms vying to overthrow the board. Strath Goodship, the president and CEO of Miranda, said he proposed Thorsteinson’s approval as a replacement for Thomas Cantwell, whose retirement was announced last month.

“He has deep roots in the industry and a lot of experience that could be helpful as we consider our future,” Goodship said at the NAB Show in Las Vegas Wednesday afternoon. Thorsteinson’s nomination signaled a sale, which remains a possibility, Goodship said.

“We’re still open to acquisitions or partnerships,” he said. “We’re not open to splitting up the company.”

Goodship hinted strongly at a partnership with a company one might not typically consider an mergers and acquisitions player. He said that offers were “still on the table and that “maybe a partnership makes sense.” He said a deal was likely this year.

When asked why Miranda would consider being acquired, Goodship said the companies on either end of the size scale seem to do best in the TV technology industry. Larger companies have the power and scale to support a diverse product line. Smaller companies can focus on one thing and be agile.

“Being mid-sized is tough as this industry matures,” he said.

Following the revelation of the investor uprising last December, the Miranda board circled the wagons and responded by announcing Cantwell’s retirement, Thorsteinson’s acceptance as a nominee, and that it was entertaining offers.

Goodship emphasized that Miranda had not put itself up for sale, but rather became a target of interest.

“Usually, companies are sold because they’re distressed,” he said. “If we’re bought, it’s because of what we do well.”

Goodship said any impact on Miranda customers would be “minimal.”

“We just received an order of the Olympics,” he said at Miranda’s heavily trafficked booth on the exhibit floor.
Miranda ended 2011 with record revenues of $181.9 million, up 27 percent from 2010. Net income doubled to $22.6 million, while EBITDA rose 65 percent to $37.3 million. It has no long-term debt and cash and equivalents of $31.3 million. The company acquired Nvision in 2008 for $40 million and OmniBus in 2010 for $46.7 million.

With the OmniBus buy, Miranda obtained iTX, one of the industry’s first channel-in-a-box platforms. While such platforms are now springing up across the vendor landscape, Goodship said there is no other iTX, a fully integrated channel playout system. He estimated that there were well over 1,000 channels deployed with iTX.

The Nvision product line is also performing well, he said.

“Last year was the best for Nvision routers,” due in part to Miranda’s global sales and distribution network. Goodship said the produce line was strategically important because people building or upgrading facilities often buy the router early in the process and make purchases around it.

Tuesday’s vote reconfirmed Goodship, Chairman W. Brian Edwards, an entrepreneur; Jean Bazin, an attorney; Thomas Cantwell, an investor; Isabelle Courville, president of Hydro-Quebec Distribution; Terry Nickerson, former chief financial officer with ATI Technologies; Patrick Whittingham, a former Sony executive and brought in Thorsteinson. Shares of Miranda (TSE:MT) opened Thursday at C$12.80, up 40 percent year-to-date.
~ Deborah D. McAdams