Belden Inc. (NYSE: BDC), a global leader in signal transmission solutions for mission-critical applications, today announced it has entered into a definitive agreement (“Support Agreement”) to make an all-cash offer to acquire Miranda Technologies Inc. (TSX: MT) for C$17.00 per share (“Offer”).
- Combined company would be a clear leader in the broadcast market for networking, connectivity, and cable solutions;
- The acquisition increases the percentage of Belden’s revenue from networking and connectivity products from 30% to 36%;
- All-cash offer provides immediate value for Miranda shareholders; and
- Offer is not subject to any financing contingency.
Under the terms of the Support Agreement, Belden will offer to acquire all of the outstanding Miranda common shares for C$17.00 in cash per share. This represents an enterprise value of approximately C$345 million. The board of directors of Miranda, after consultation with its financial and legal advisors, has unanimously agreed to recommend to Miranda shareholders that they accept the Offer and tender their shares to the Offer.
Headquartered in Montreal, Quebec, Canada, Miranda is a leading provider of hardware and software solutions for the broadcast infrastructure industry. Miranda provides solutions for TV broadcasters and content developers to create, manipulate, and distribute High Definition Video. Its solutions span the full breadth of television operations, including production, playout, and delivery.
“This acquisition is another step in the ongoing transformation taking place at Belden,” said John Stroup, President and CEO of Belden. “We believe that the combined company would be a leader in one of Belden’s target market segments and would deliver considerable value for Belden customers and shareholders, as well as provide growth opportunities to Miranda employees. As Hirschmann significantly enhanced our industrial portfolio, we expect Miranda to have a similar impact on our broadcast business. I’m excited about the opportunity ahead for us.”
“We’re pleased to be a part of the transformation taking place at Belden,” said Strath Goodship, President and CEO of Miranda Technologies. “Belden has a strong portfolio of successful businesses, proven experience with many of our broadcast customers, and solid reputation in Canada and Montreal. Our combined efforts will deliver value for all parties involved. This agreement has the full support of Miranda’s management team.”
With existing operations in Montreal, Cobourg, and Vancouver, Belden has a longstanding presence and growing business interests in Canada, where Miranda’s facilities are primarily located. Belden has no plans for any changes to Miranda’s existing operations, including its Montreal base.
The Offer is not subject to any financing conditions. Belden has sufficient cash and committed financing in place to pay for the consideration payable under the Offer and associated expenses.
Full details of the Offer will be set out in an Offer to Purchase and Circular, which will be filed with the Canadian securities regulators in the days to come and will be available at www.sedar.com and subsequently mailed to Miranda’s shareholders. The Offer to Purchase and Circular will contain detailed instructions for Miranda shareholders as to how to deposit shares as well as additional contacts for question regarding the tender process. Miranda shareholders are asked to defer process related questions until these documents are filed.
The Offer will be made through Belden’s wholly-owned subsidiary, Belden CDT (Canada) Inc., and will remain open for at least 35 days following commencement of the Offer. The Offer will be subject to certain customary conditions, including relevant regulatory approvals, there having been validly deposited under the Offer and not withdrawn at the Expiry Time that number of Common Shares which, together with any Common Shares owned by the Offeror or its affiliates (if any), represents not less than 66⅔% of the Common Shares outstanding (calculated on a fully-diluted basis), and the absence of a material adverse effect.
Advisors and counsel
Belden’s legal advisor in connection to the Offer is McCarthy Tétrault LLP.
Conference Call and Webcast
Belden and Miranda will jointly hold a conference call to discuss the announcement on June 5, 2012 at 1:00 p.m. Eastern Time. To join the call, please dial 888-221-9554 or 913-312-0982, passcode: 8241144. A live webcast of the call can also be heard on Belden’s website at http://investor.belden.com/news-events.cfm. A replay of the call will be available for a limited time. In order to access the replay, please dial 888-203-1112 or 719-457-0820, replay passcode: 8241144.
Certain information contained in this news release constitutes “forward-looking information” (or “forward-looking statements”) within the meaning of Canadian and U.S. securities laws. All statements, other than statements of historical or present fact, constitute forward-looking information and typically include words and phrases about the future such as will, anticipate, estimate, expect, plan, intend, predict, goal, target, project, potential, strategy and outlook. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Belden cautions the reader that such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking information. These risks, factors and assumptions include, but are not limited to: the assumption that Belden will acquire a 100% interest in Miranda through the Offer; the assumption that there are no inaccuracies or material omissions in Miranda’s publicly available information and the risk that Miranda has not disclosed events or facts which may have occurred or which may affect the significance or accuracy of any such information; and assumptions about anticipated operations in the networking and connectivity products space. Certain of these factors are discussed in greater detail in Belden’s most recent 10-K on file with the U.S. securities regulatory authorities and Miranda’s most recent Annual Information Form and MD&A on file with the Canadian securities regulatory authorities, which we recommend that you review for more information about these assumptions and risks. The information concerning Miranda contained in this press release has been taken from or is based upon Miranda’s publicly available documents on file with Canadian securities regulatory authorities. Neither Belden nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, or for any failure by Miranda to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information, but which are unknown to Belden. Forward-looking information is designed to help you understand management's current views of our near and longer term prospects, and it may not be appropriate for other purposes. Belden does not undertake any obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except to the extent legally required.
St. Louis-based Belden Inc. designs, manufactures, and markets cable, connectivity, and networking products in markets including industrial automation, enterprise, transportation, infrastructure, and consumer electronics. It has approximately 6,800 employees, and provides value for industrial automation, enterprise, education, healthcare, entertainment and broadcast, sound and security, transportation, infrastructure, consumer electronics and other industries. Belden has manufacturing capabilities in North America, South America, Europe, and Asia, and a market presence in nearly every region of the world. Belden was founded in 1902, and today is a leader with some of the strongest brands in the signal transmission industry. For more information, visit www.belden.com.
Matt Tractenberg, 314-854-8089
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