Posts Tagged ‘JMB Capital Partners’

Thorsteinson Appointed to Miranda’s Board of Directors in Otherwise Uneventful AGM

Broadcast technology vendor financials, Broadcast Vendor M&A | Posted by Joe Zaller
Apr 25 2012

Miranda said that broadcast industry veteran Tim Thorsteinson was elected to its Board of Directors at the company’s Annual General Meeting (AGM). 

Thorsteinson, who was nominated for the position by Miranda’s management, ran unopposed for the board position vacated by Thomas Cantwell who announced his retirement earlier this year.

Miranda said that all other items put forth at the AGM were approved, including the re-appointment of its auditors and the adoption of an amended and restated shareholder rights plan

The low-key nature of Miranda’s AGM is in contrast to several months of activist shareholder drama at the company which began in December 2011 when two investment firms – JEC Capital Partners 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.

Last month Miranda effectively put itself up for sale when the company announced that it will “hold discussions with potential strategic partners as part of the company’s review of ways in which to continue to enhance value and to build on the positive momentum that it has generated over the past two years.”

Miranda’s announcement about a potential sale and the timing of its AGM, which was at the same time as last week’s the NAB show and caused several key Miranda executives to miss part of the show, created intense speculation about the company’s future ownership during NAB. 

Perhaps in recognition of this, Miranda president & CEO Strath Goodship said in a statement “We would like to thank our shareholders for their continued support. The Company remains committed to driving sustainable and profitable growth through the development of innovative solutions and go to market strategies.”

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© Devoncroft Partners. All Rights Reserved.

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More Broadcast Vendor M&A: Miranda Exploring Strategic Options Through Structured Process

Broadcast Vendor M&A | Posted by Joe Zaller
Mar 21 2012

Miranda Technologies said that it has decided to “hold discussions with potential strategic partners as part of the company’s review of ways in which to continue to enhance value and to build on the positive momentum that it has generated over the past two years.”

Separately, Miranda has also announced that it has nominated industry veteran and former Harris Broadcast CEO Tim Thorsteinson as a candidate for the company’s board of directors.

The move comes after several months of activist shareholder drama at the company which began in December 2011 when two investment firms – JEC Capital Partners 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.

Against this backdrop, it turns out that Miranda has been exploring its “strategic options” for the better part of a year, and has now decided to move ahead in a more structured way.

Miranda disclosed that it has “received a number of unsolicited expressions of interest regarding potential transactions and partnerships,” over the past year, and had, in May 2011, put in place a committee of its independent directors to review each expression of interest that was received. When this committee believed that an approach might lead to a (M&A) transaction, a non-disclosure agreement was entered into and discussions with the interested party ensued.

To date these discussions have not resulted in deal, because the committee “concluded that the transactions proposed would not reflect full and fair value for the Corporation’s business.”

Now however, the company says there is “growing interest” in Miranda, so the company has decided “that a more structured process should be put in place in order to enable the Corporation to review further expressions of interest and to hold discussions with potential strategic partners.”

The timing of this initiative – a month before the NAB show, and Miranda’s AGM – will certainly make things interesting to watch over the next month as it plays out.

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Activist Shareholder Drama Continues at Miranda Technologies http://bit.ly/yfoMWE

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Miranda Reports 27% Revenue Increase in 2011

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Miranda Rejects Activist Shareholder Request as Invalid

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© Devoncroft Partners. All Rights Reserved.

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Activist Shareholder Drama Continues at Miranda Technologies

Broadcast technology vendor financials | 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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© Devoncroft Partners. All Rights Reserved.

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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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Related Content:

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

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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© Devoncroft Partners. All Rights Reserved.

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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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© Devoncroft Partners.  All Rights Reserved.

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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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