Signal transmission solutions provider Belden has entered into a definitive agreement to make an all-cash offer to acquire digital TV hardware and software specialist Miranda Technologies for C$17.00 (€13.14) per share, valuing Miranda at C$345 million. Belden says the combined company will be a clear leader in the broadcast market for networking, connectivity, and cable solutions.
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 accordingly.
“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.”
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.
Strath Goodship, Miranda’s President and Chief Executive Officer, said the offer reflected the value created by its 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,” he declared.
A statement from Miranda said the offer represented 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.
The offer represents a premium of 42 per cent 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.