Miranda Technologies announced that it has determined after consulting with legal counsel that the requisition received from JEC Capital Partners, LLC (“JEC”) and JMB Capital Partners Master Fund, L.P. (“JMB”) to call a special meeting of shareholders to consider removing four of the seven directors of the Corporation and replacing them with nominees proposed by JEC and JMB is invalid.
Miranda says that according to the Business Corporations Act (Québec), a requisition must be signed by a registered shareholder of the Corporation, and that neither JEC nor JMB is registered in the Corporation’s securities register.
Miranda says that if a valid shareholder requisition is received, its board of directors will give such requisition due consideration.
Miranda also announced that its annual meeting of shareholders will be held on April 17, 2012 and the business to be transacted at the meeting will include the annual business of the Corporation, including the presentation of the Corporation’s annual consolidated financial statements for the year ended December 31, 2011 and the election of directors.
Brian Edwards, Chairman of the board of directors of Miranda, said “The board of directors of Miranda has chosen to hold our annual meeting at a significantly earlier date than usual. The board and management look forward to this opportunity to meet with Miranda’s shareholders in order to review the Corporation’s achievements in 2011 and to discuss the Corporation’s performance”.
JEC Managing responded almost immediately through its own press release, saying it was “pleased to report that the board of Miranda has listened to the Concerned Shareholders’ demand for an early shareholders meeting by calling the Company’s annual meeting of shareholders on April 17, 2012, a significantly earlier date than usual. Regrettably, Miranda’s board chose to cloak the announcement with the ridiculous assertion that the Concerned Shareholders’ requisition for an early shareholders meeting was invalid.”
Miranda Press Release: Miranda Determines Requisition of Special Meeting Invalid, Announces Annual Meeting of Shareholders
JEC Press Release: Miranda Technologies Calls Early Shareholders Meeting After Pressure From JEC and Other Concerned Shareholders
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