Canada-based Miranda Technologies Inc., the subject of various acquisition rumors for the past several months, has agreed to be purchased by Belden Inc., based in St Louis, Mo., in an all-cash deal worth C$17.00 per share (or approximately $332 millionUS). With no significant product overlap, the primary focus, both companies said, will be to ensure continuity of supply and support for customers.
With existing operations in Montreal, Cobourg, and Vancouver, Belden has business interests in Canada, where Miranda's facilities are primarily located. Belden said it does not plan to make any changes to Miranda's existing operations, including its R&D and manufacturing operations located at its Montreal headquarters, and no significant employee layoffs are anticipated.
“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,” said John Stroup, President and CEO of Belden said. He added that the acquisition would increase the percentage of its revenue from networking and connectivity products to 36 percent from 30 percent.
“The offer by Belden reflects the value created by our employees, management team and Board of Directors,’ said Strath Goodship, President and Chief Executive Officer of Miranda. “This is an attractive opportunity for Miranda shareholders to realize a significant premium for their shares in an all cash deal. 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.”
Belden has a wide ranging portfolio of audio and video cable (Belden, Mohawk, Poliron, and Thermax) as well as fiber-optic technologies (Telecast Fiber Systems), and signal transmission (Hirschman) divisions that facilitate the distribution of signals for data, audio and video applications. Goodship said Belden has “a solid reputation in Canada and Montreal.”
Miranda and Belden said once the deal is complete they will develop an integration plan that best leverages the combined capabilities of the two companies.
The Offer represents the culmination of the strategic review process initiated by the Corporation’s Board of Directors in March 2012. A special committee of the Board of Directors (the “Special Committee”) led the review process. During this process, Miranda said it received proposals and had discussions with a number of parties, including Belden, which expressed an interest in acquiring the company.
“Belden is making an attractive offer to our shareholders that recognizes the value and potential of our company,” said Brian Edwards, Chairman of the Board of Miranda.
BMO Capital Markets is acting as financial advisor to Miranda and Osler, Hoskin & Harcourt LLP is acting as legal counsel to Miranda.