Posts Tagged ‘JEC Capital Partners’

Miranda Rejects Activist Shareholder Request as Invalid

Broadcast technology vendor financials | Posted by Joe Zaller
Dec 30 2011

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.”

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Activist Shareholder Remains Convinced That Miranda Technologies is Undervalued

broadcast technology market research | Posted by Joe Zaller
Dec 24 2011

JEC Capital Partners (JEC), which along with JMB Capital Partners recently requisitioned a meeting of the shareholders of Miranda to replace four of the existing seven directors of Miranda Technologies with four new independent directors, said today that despite a statement from Miranda, it remains convinced that Miranda is significantly undervalued.

JEC Managing Partner Peter Heiland said in a press release that Miranda’s board has “failed to date to successfully push forward proper initiatives to maximize shareholder value.”

“We are one of Miranda’s largest shareholders and are well-informed, long-term investors,” said Heiland. “We were surprised and disappointed by the inaccurate and misleading characterization of our prior interaction with the Board made by the Chairman of the Company. On December 1 of this year, JEC requested the simple opportunity to exchange directly and informally with the directors on issues of value creation and necessary change at Miranda. We told Miranda that other large shareholders, like JEC, believe the share price will continue to languish well below its potential unless concrete steps to maximize value creation are taken, beginning with changes at the Board. Rather than accept JEC’s invitation for dialogue directly, the Board chose to communicate only through its third-party advisors.

“We provided Miranda’s Board with the names and biographies of three (3) independent director candidates and one (1) shareholder representative director candidate, all of whom are highly qualified and would make exceptional directors for Miranda. We encouraged the Company to either expand the current Board to accommodate at least two new directors or replace at least two existing directors with new, more qualified nominees.

“The Board’s refusal to discuss these issues directly reinforces JEC’s belief that Miranda’s current Board, which holds less than 0.3% of the outstanding shares of the Company, and its Chairman will continue to ignore the genuine interests of the concerned shareholders of Miranda and their desire for meaningful change.

“The current Board’s out of touch view that it has strong support among shareholders is shocking. We shared our opinions on the Company and our strategy for maximizing value with large shareholders prior to requisitioning a shareholder meeting. We believe that we have the support of several of the Company’s largest shareholders. Given the current Board’s stated confidence in shareholder support of its position, we urge Miranda to proceed with a shareholders’ meeting as quickly as possible and by no later than the end of January. Any delay in holding the meeting will signal that the Board knows that it does not have the shareholder support that it professes to have and is entrenching itself.”

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Related Content:

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Miranda Responds to Activist Shareholders

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Miranda Responds to Activist Shareholders

Broadcast technology vendor financials | Posted by Joe Zaller
Dec 23 2011

Last week, two major shareholders of Miranda Technologies –JEC Capital Partners and JMB Capital Partners – requisitioned a meeting of the shareholders of Miranda to replace four of the existing directors of Miranda with four new independent directors.

Miranda has now publicly responded, saying that because several major shareholders have independently communicated to the company their opposition to the requisition 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.

Therefore 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.

The text of the press release follows:

“On December 1, 2011, JEC informed us that it owned approximately 7.0% of Miranda’s shares, demanded four seats on our Board and threatened to requisition a meeting if we declined,” said Brian Edwards, Chairman of the Board of Miranda. “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. Despite our responsiveness, transparency and open dialogue, JEC rejected our 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. This is highly opportunistic and not something that is in the best interest of Miranda and its shareholders.

“Miranda has undertaken several proactive measures during the past 18-24 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% to $9.38 at the close of trading on Wednesday, December 21, 2011, from $5.16 on December 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% and 54.4%, respectively. For the nine-month period ended September 30, 2011, Miranda’s revenue increased 33% to $131.8 million compared to the corresponding period in 2010, while EBITDA increased 94% to $28.6 million, representing a margin of 21.7%.

Mr. Edwards noted that “our Board comprises independent and highly experienced directors, and the composition of the Board is reviewed on an ongoing basis. The Board and management remain confident that the implementation of the Company’s strategic plan and initiatives to enhance value will continue to enhance value for all of its shareholders. We must continue to focus our efforts on these important objectives.

 

Related Content:

Miranda Press Release: Miranda Responds to Requisition of Special Meeting

Activist Shareholders Seek To Replace Four Board Seats at Miranda Technologies

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Activist Shareholders Seek To Replace Four Board Seats at Miranda Technologies

Broadcast technology vendor financials | Posted by Joe Zaller
Dec 15 2011

Two major shareholders of broadcast infrastructure and playout technology provider Miranda Technologies have requisitioned a meeting of the shareholders of Miranda to replace four of the existing directors of Miranda with four new independent directors .

The request was made by JEC Capital Partners (JEC) and JMB Capital Partners, who own a 7.1% and 3.1% stake in Miranda respectively.

The request was made public through a press release issued by JEC which says:

“Miranda’s current Board of Directors has been unchanged since 2006 and the independent directors own virtually no shares in the Company (less than 0.3%). From December 31, 2005 through December 12, 2011, Miranda’s market capitalization has decreased from $325M to $188M, over 42%. The current Board has approved two major acquisitions that were dilutive to shareholder value. During the past 12 months, JEC Capital has made numerous attempts to engage the current Board in constructive dialogue regarding strategic actions to maximize shareholder value, without success. While no single director is solely responsible for the loss in shareholder value, the Board as a whole should bear responsibility for the inability to effectively advance the interests of shareholders.

“JEC Capital continues to be encouraged by the financial and operational performance of Miranda and we are fully supportive of the Company’s management. Miranda’s directors should have the best interests of all of Miranda’s shareholders as their first priority and aggressively explore all value-creation opportunities, including a strategic review of Miranda’s assets to determine the fair market value of the company.”

Miranda responded with its own press release that says it is reviewing this requisition and will make further announcements regarding its response in due course.

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Related Content:

JEC Press Release: Requisition for Meeting of Shareholders of Miranda Technologies Inc.

Miranda Press Release: Miranda Acknowledges Requisition of Special Meeting

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