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Miranda Sends Out Sale Balloon, Nominates Thorsteinson as Director

MONTREAL, CANADA: Shares of Miranda Technologies shot up this morning on the news of a potential sale and a board shake-up. Miranda said the board had decided to hold discussions with potential buyers, and that Tim Thorsteinson was nominated to replaced Thomas Cantwell on the board of directors. Shares rose nearly 13 percent from a one-month average of less than $11 to $12 by mid-morning Wednesday.

“There’s competition for the company,” said Gus Papageorgiou, an analyst with Scotia Capital who follows Miranda. “They’ve turned down offers because they didn’t get a fair price. They’re broadcasting that they’re up for sale for the right offer.”

Kevin, Joyce, chief sales and marketing officer, emphasized that Miranda was not putting itself up for sale, but that it had been approached by “several types of companies” interested in investing, acquiring or partnering with the company. “We weren’t proactively out there looking for offers,” Joyce said. “As a public company, with responsibility toward shareholders, we have to evaluate every offer in the best interest of the shareholders... and our customers.” He said the parties courting Miranda ranged from companies within the industry to financial firms “who see there's more value to be created from Miranda.”

Miranda said that it “received a number of expressions of interest regarding potential transactions and partnerships” over the last year. One investor, JEC Capital of Randolph, Mass., signaled its desire for new management last year, and in January, named four of its own nominees to the board. Thorsteinson was among them.

Cantwell will step down from the board at Miranda’s annual general shareholder meeting scheduled for April 17, 2012. Thorsteinson will be put to vote, as will sitting directors: Jean Bazin, an attorney; Isabelle Courville, president of Hydro-Quebec Distribution; Terry Nickerson, former chief financial officer with ATI Technologies; Patrick Whittingham, formerly of Sony; Strath Goodship, the current president and CEO; and Brian Edwards, an entrepreneur and chairman of the Miranda board. More information on Miranda’s board will be contained in a proxy circular to be filed on March 22.

“Mr. Cantwell has served Miranda well as director,” Edwards said. “With his MBA from Harvard, his Ph.D. from MIT and his many years as a private investor and corporate manager of more than 10 technology start-ups, Mr. Cantwell has provided us with invaluable insight. He takes with him our sincere gratitude for the dedication, wisdom, and leadership he has shown throughout his years of distinguished service to Miranda and its shareholders. He leaves Miranda in one of its strongest positions ever.”

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.

JEC, which holds 7 percent of Miranda, nonetheless is dissatisfied with Miranda’s performance and believes the company is undervalued. The Miranda board fended off JEC’s call for a special shareholder meeting and deferred the issue to its regular annual meeting. (See “Miranda Targeted for Takeover.”)

Cantwell’s start-ups included Discreet Logic, which was acquired by San Rafael, Calif.-based Autodesk in a $520 million stock deal in 1998, the same year Discreet’s developers won a Sci-Tech Award from the Academy of motion Picture Arts and Sciences for Flame and Inferno. Before the acquisition, Discreet was the subject of several class-action suits in the mid-1990s alleging securities fraud. A $10.8 million settlement was reached in 1997, according to Edgar Online.

Thorsteinson, currently CEO of Enablence Technologies, is known for positioning companies for sale in the TV gear industry. He was president of the Harris broadcast division from 2006 to 2009 after serving as the chief executive at Leitch Technology, which Harris acquired in 2005 in a $450 million stock deal. Before that, Tektronix put him in charge of the Grass Valley Group, which it sold to Thomson in 2002.

Miranda announced yesterday that Scott Murray joined the company in early March to run the multiviewer product line. Murray was most recently senior vice president for live production solutions at Grass Valley, now owned by investment firm Francisco Partners. ~ Deborah D. McAdams