Activist Shareholder Drama Continues at Miranda Technologies

Posted by Joe Zaller
Mar 06 2012

Following on from the announcement by Miranda Technologies that its revenue jumped 27 percent in 2011, JEC Capital (JEC) a large shareholder in the company, issued a press release saying that JEC was “extremely disappointed” by Miranda’s earnings release and conference call concerning its full year and fourth quarter results.

This is the latest salvo in a war of press releases which began in December of 2011 when JEC and JMB Capital Partners – who respectively own approximately 7.1% and 3.1% of Miranda’s outstanding shares —  requisitioned a meeting of the shareholders of Miranda to replace four of the seven existing directors of Miranda with four new independent directors.

Miranda quickly 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.

Undeterred, JEC went ahead and published a slate of proposed Director nominees its says have a wide range of industry, merger and acquisition, and corporate finance experience, including former Harris Broadcast CEO Tim Thorsteinson.

In JEC’s most recent pejoratively-titled press release, Michael Torok, a managing director at the company said “JEC shares the market’s disappointment in Miranda’s recent earnings release and conference call, and in the lack of any assertive action by the Board. The recent broad sell-off in Miranda shares following the earnings release shows that shareholders were expecting something more than business as usual. While operating results remain positive, the market sees no evidence that the Board is making the meaningful changes that shareholders are seeking and the market is expecting.

“From December 13, 2011, the date JEC and JMB Capital requisitioned a shareholder meeting for the purpose of adding new directors to the Company’s Board of Directors, through February 28, 2012, Miranda’s share price increased 26%. This increase indicates that shareholders and the broader market view positively the prospect of both change on the Board and a full review by the Board with its financial adviser, BMO Capital Markets, of all strategic alternatives available to the Company to maximize shareholder value.  Absent concrete steps to maximize value creation, beginning with a revitalization of Miranda’s Board in the near future, further erosion of shareholder value is inevitable.”

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Related Content:

JEC Press Release: Miranda Technologies: Business As Usual – Share Price Declines, Immediate Board Change Needed

Miranda Reports 27% Revenue Increase in 2011

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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