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Belden Inc.
Belden Inc.
06/18/2012 | Press release
Belden Mails Offer and Take-Over Bid Circular to Miranda Shareholders and Miranda Mails Directors' Circular Recommending Acceptance Jun 18, 2012
distributed by noodls on 06/18/2012 17:41
St. Louis, Missouri - June 18, 2012 - Belden Inc. (NYSE: BDC), a global leader in signal transmission solutions for mission-critical applications, today announced that through its wholly-owned subsidiary, it has commenced its offer to acquire all of the outstanding common shares of Miranda Technologies Inc. for C$17.00 per share in cash (the "Offer") and mailed the Offer and take-over bid circular to Miranda shareholders. The directors' circular of the board of directors of Miranda has been concurrently mailed with the Offer and take-over bid circular.
After receiving the recommendation of its special committee, and in consultation with its financial and legal advisors, the board of directors of Miranda unanimously determined that the Offer is fair to Miranda shareholders and in the best interests of Miranda. Accordingly, the Miranda board of directors is recommending to Miranda shareholders that they accept, and tender their common shares to, the Offer.
The Offer will be open for acceptance until 8:00 p.m. (Eastern time) on July 24, 2012, unless extended, and is conditional upon, among other things, customary regulatory approvals and there having been validly deposited (and not withdrawn) at least 66⅔% of the outstanding Miranda common shares (on a fully-diluted basis).
The full details of the Offer are contained in the take-over bid circular of Belden CDT (Canada) Inc. and directors' circular of the Miranda board of directors. Copies of the take-over bid circular and the directors' circular are available online at www.sedar.com. Miranda shareholders are encouraged to read both documents carefully and in their entirety.
Computershare Investor Services Inc. is the depositary for the Offer. Shareholders can obtain copies of the take-over bid circular and related materials at no charge from the depositary toll-free at 1-800-564-6253 or by email at corporateactions@computershare.com. The information agent for the Offer is Georgeson Shareholder Communications Canada Inc. Inquiries should be directed to the information agent toll-free at 1-866-598-9684 or by email at askus@georgeson.com. Additional copies of these documents may also be obtained on request from the information agent.
About Belden
St. Louis-based Belden Inc. designs, manufactures, and
markets cable, connectivity, and networking products in
markets including industrial automation, enterprise,
transportation, infrastructure, and consumer electronics.
It has approximately 6,800 employees, and provides value
for industrial automation, enterprise, education,
healthcare, entertainment and broadcast, sound and
security, transportation, infrastructure, consumer
electronics and other industries. Belden has manufacturing
capabilities in North America, South America, Europe, and
Asia, and a market presence in nearly every region of the
world. Belden was founded in 1902, and today is a leader
with some of the strongest brands in the signal
transmission industry.www.belden.com.
