Belden to acquire Miranda

Miranda Technologies has agreed, subject to a Support Agreement with Belden, to offer all outstanding common shares of Miranda by way of a take-over bid at a price of €13.2 per share in cash.
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Belden Inc, a manufacturer of cable-TV and networking products, has agreed to purchase competitor Miranda Technologies Inc for C$377 million (€293 million).

St Louis-based Belden is offering Miranda shareholders C$17 (€13.2) a share for the Montreal-based company, which develops technology for the the creation and distribution of HD video.
 The offer represents a premium of 42% to the 90-trading day volume weighted average share price of C$11.99 (€9.32) as of 4 June 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.” Belden has no plans for any changes to Miranda’s existing operations, says the company, 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.



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