The offer represents the culmination of the strategic review process initiated by Miranda's board of directors in March of this year in order to review opportunities to further enhance value and build on the company's momentum. The board considered how best to ensure that any transaction would both recognize Miranda's value and its success to date, as well as its future prospects, and position Miranda's business effectively for continued growth.
After consultation with its financial and legal advisers, Miranda's board unanimously determined that the offer is fair to the holders of Miranda common shares and is in the best interests of the corporation and has agreed to recommend to shareholders that they accept the offer.
The offer represents a premium of 42 percent to the 90-trading day Volume Weighted Average Share Price of $11.99 as of June 4, 2012, the last trading day before the announcement of the offer.
Commenting on the transaction, Strath Goodship, 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 and proven experience with many of our broadcast customers. 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."
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, 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.