Miranda Technologies has agreed, subject to the terms of a Support Agreement with Belden, to offer 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 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 led the review process. The Special Committee considered how best to ensure that any transaction would both recognise 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, who 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. The Offer represents a premium of 42% to the 90-trading day Volume Weighted Average Share Price of C$11.99 as of June 4, 2012, the last trading day before the announcement of the Offer. Commenting on the transaction, Strath Goodship (pictured), Miranda’s President and Chief Executive Officer, 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 realise 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 recognises 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 represents an excellent opportunity for our shareholders to realise 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”. BMO Capital Markets is acting as financial advisor to the Corporation, and has provided a written opinion to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations, and qualifications stated in such opinion, the consideration proposed to be paid to the holders of Miranda common shares pursuant to the Offer is fair from a financial point of view to Miranda’s shareholders. The Support Agreement provides that Miranda may not solicit other offers, subject to the ability of Miranda’s directors, in the exercise of their fiduciary duties, to consider certain unsolicited acquisition proposals made by third parties. The Support Agreement also includes, among other things, customary provisions relating to support of the Offer by the Corporation’s Board of Directors, non-solicitation covenants and a right to match in favour of Belden. The Support Agreement provides for payment to Belden of a termination fee of approximately C$19 million if the acquisition is not completed in certain specified circumstances. The obligation of Belden to take up and pay for Miranda common shares pursuant to the Offer is subject to certain conditions, including a sufficient number of shares being tendered to the Offer for Belden to acquire at least 66⅔% of the Corporation’s shares on a fully diluted basis and the absence of a material adverse change with respect to Miranda. The Offer is not conditional on financing. Belden may waive certain conditions of the Offer in certain circumstances. If the Offer is successful, Belden has indicated that it intends to take steps available to it under relevant corporate and securities laws to acquire any remaining outstanding Miranda common shares. Belden has announced that it intends to commence its Offer by mailing its take-over bid circular, which will be filed with the Canadian securities regulators in the days to come and will be available at www.sedar.com. The Offer will be open for acceptance for a period of not less than 35 days. The Board of Miranda has agreed that its Director’s Circular recommending the Offer will be mailed to shareholders at the same time as or as soon as reasonably practicable after the mailing of the Belden take-over bid circular. The details of the Offer will be contained in the take-over bid circular. BMO Capital Markets is acting as financial advisor to Miranda and Osler, Hoskin & Harcourt LLP is acting as legal counsel to Miranda. www.miranda.com
Miranda Technologies has agreed, subject to the terms of a Support Agreement with Belden, to offer all outstanding common shares of Miranda by way of a take-over bid at a price of C$17.00 per share in cash.