Activist Shareholder Names New Proposed Directors for Miranda Technologies

Posted by Joe Zaller
Jan 11 2012

JEC Capital Partners (JEC), which in December 2011 requisitioned a meeting of the shareholders of Miranda to replace four of the seven existing directors of Miranda with four new independent directors, has announced the names of the director nominees it intends to put forward at Miranda’s upcoming annual meeting of shareholders.

Miranda has previously rejected JEC’s request as invalid under the Business Corporations Act (Québec), which says 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.

Nevertheless, JEC is pushing ahead with a slate of nominees its says have a wide range of industry, merger and acquisition, and corporate finance experience: Claude Fontaine, Clifford Press, Tim Thorsteinson and K. Peter Heiland. Short biographies of each of these proposed directors can be found below.

 

Biographies of the proposed directors

Claude Fontaine is a corporate director and a retired attorney, having been a partner and then senior partner in a major Canadian law firm for over 40 years where he specialized in corporate and securities law, including financing, mergers and acquisitions, business dispositions and corporate governance. With respect to corporate governance, Mr. Fontaine has often been called upon to review the governance systems of major Canadian corporations and has regularly advised public companies and Crown corporations on various aspects of their governance. Mr. Fontaine became a Certified Director of the Institute of Corporate Directors (ICD) in 2006, and has since acted as an ICD certification examiner and in 2009 was named a Fellow of the ICD. Mr. Fontaine is a member of the Boards of Directors or of the Advisory Committees of a number of Canadian companies, including CEPSA Chimie Montréal, CEPSA Chimie Bécancour, Optimum West Insurance Company and ProSep inc. (TSX:PRP). In the past, Mr. Fontaine has served as a director of Petro-Canada, Canadair Inc., Domtar Inc., and Optimum General Inc.

Tim Thorsteinson is the Chief Executive Officer of Enablence Technologies (TSX:ENA), where he was appointed to the Board of Directors in November 2009 and joined the management team as President and Chief Operating Officer and subsequently CEO in April 2010. Mr. Thorsteinson has successfully transformed several challenging businesses to growing, profitable, high-margin market companies delivering high rates of shareholder return. He recently served as President of the Broadcast Division at Harris Corporation with $650 million in revenue, and also served as a Harris Corporate Officer and was a member of the Harris Executive Committee. Prior to joining Harris Corporation, Mr. Thorsteinson was President and CEO at Leitch Technology where he oversaw the execution of a two-year turnaround plan that rebuilt value and positioned the company for a profitable sale.

Clifford Press is a managing member, partner and cofounder of Oliver Press Partners, an investment firm that invest in companies that are believed to be undervalued and which offer significant opportunity for appreciation through corporate transactions. Mr. Press began his professional career at Morgan Stanley in the firm’s mergers and acquisitions department and left in 1986 to form Hyde Park Holdings, a company which engaged in a number of investment and acquisition activities including the acquisition of High Voltage Engineering Corporation and the Detroit & Canada Tunnel Corporation, and is currently a director of GoldMoney Network, Ltd. and SeaBright Holdings Inc. (NYSE:SBX).

K. Peter Heiland is a Managing Director of JEC Capital Partners, LLC, a technology focused investment fund. Mr. Heiland also currently serves on the board of directors of SAM Technologies GmbH and the GSI Group, Inc. (NASDAQ:GSIG). Prior to founding JEC Capital Partners, Mr. Heiland was the founder, owner, and CEO of Integrated Dynamics Engineering, a technology leader that serves a number of large customers, including Nikon, CANON, ASML, Applied Materials, KLA Tencor, and Hitachi. In January of 2008, IDE was acquired by Aalberts Industries.

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Related Content:

JEC Press Release: JEC Capital Names Proposed Directors of Miranda Technologies Inc.

Miranda Rejects Activist Shareholder Request as Invalid

JEC Press Release: Miranda Technologies Calls Early Shareholders Meeting After Pressure From JEC and Other Concerned Shareholders

Activist Shareholder Remains Convinced That Miranda Technologies is Undervalued

Miranda Responds to Activist Shareholders

Activist Shareholders Seek To Replace Four Board Seats at Miranda Technologies

 

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