Belden Enters Into a Definitive Agreement to Acquire Miranda Technologies

Belden Inc. today announced it has entered into a definitive agreement to make an all-cash offer to acquire Miranda Technologies Inc. for C$17.00 per share.


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.

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.

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conditions, including relevant regulatory approvals, there having been validly deposited under the Offer and not withdrawn at the Expiry Time that number of Common Shares which, together with any Common Shares owned by the Offeror or its affiliates (if any), represents not less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.





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