Tuesday, June 5, 2012

Belden to Acquire Miranda Technologies


St. Louis, Missouri - June 5, 2012 - 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").

Highlights
  • 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.

Funding
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.

The Offer
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.

About Belden

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.

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