Miranda Technologies has announced that several of its shareholders have independently communicated to the company their opposition to the requisition submitted by JEC Capital Partners, LLC (“JEC”) and JMB Capital Partners Master Fund, L.P. (“JMB”) for a meeting of shareholders to remove four of the seven current directors of the company and to elect four new directors nominated by JEC and JMB. The board and management of Miranda believe that there are already sufficient shareholders that are opposed to the requisition, holding a sufficient number of shares of the company, to cause the JEC/JMB proposal to fail.
According to Brian Edwards, chairman of the board of Miranda, on Dec. 1, 2011, JEC informed Miranda that it owned approximately 7 percent of Miranda’s shares, demanded four seats on the Miranda board and threatened to requisition a meeting if Miranda declined. As a matter of good governance, Miranda’s board promptly undertook a clear and transparent process to consider the demand.
Following the execution of a confidentiality agreement, JEC received extensive information with respect to the company’s ongoing initiatives. The board explored a number of options with JEC to enable them to voice their views on an ongoing basis and to contribute constructively to the enhancement of the value of Miranda’s franchise. JEC rejected Miranda’s proposals and has opted to submit a formal requisition seeking to take control of the company through the appointment of a majority of the board.
Miranda has undertaken several proactive measures during the past 18 to 24 months, the benefits of which have had a tangible impact on its profitability and competitive positioning. The company is well positioned financially, operationally and competitively to continue to drive profitable growth. Over the past year, and following the recent announcement of Miranda’s strong Q3’11 financial results, the company’s share price has appreciated by more than 80 percent to $9.38 at the close of trading on Dec. 21, 2011, from $5.16 on Dec. 21, 2010.
Over the same period, Miranda materially outperformed both the S&P/TSX Composite Index and the S&P/TSX Information Technology Index, which declined by 12.1 percent and 54.4 percent, respectively. For the nine-month period ended Sept. 30, 2011, Miranda’s revenue increased 33 percent to $131.8 million compared to the corresponding period in 2010, while EBITDA increased 94 percent to $28.6 million, representing a margin of 21.7 percent.
The company and its board are advised by BMO Capital Markets as financial advisors and Osler, Hoskin & Harcourt LLP as legal counsel. Miranda continues to review the requisition and will make a further announcement regarding its response in due course.
