Miranda Technologies Inc.

Miranda Technologies Inc.

April 22, 2006 17:31 ET

Miranda Technologies to acquire VertigoXmedia

MONTREAL, April 22 - Miranda Technologies Inc. (TSX:MT), a
global developer, manufacturer and marketer of high-performance hardware and
software for the television broadcast industry, today announced that it has
entered into an agreement to acquire privately-held VertigoXmedia, inc. and
its broadcast division. VertigoXmedia is a Montréal-based manufacturer of
high-end graphics automation software and systems. The closing of the
transaction, expected to take place in early May, is subject to customary
closing conditions.

The transaction would allow Miranda to add a powerful suite of software
workflow and graphics capabilities to its existing, highly successful playout
branding products. In addition, the VertigoXmedia graphics platform, a
powerful solution for the automated presentation of live graphics, would
provide Miranda with a new product range for production environments.

"The demand for live graphics preparation, management and presentation is
rapidly increasing as broadcasters strive to create captivating graphics
across multiple platforms such as high definition (HD) and standard definition
television, the web and Mobile TV," said Mr. Strath Goodship, President and
CEO of Miranda Technologies. "We have been a leader in this segment since our
acquisition of Oxtel PLC (UK) in 2001. VertigoXmedia is recognized as an
innovator in this field. Their unique tools would benefit our customers by
enhancing their ability to brand across multiple delivery formats.
Furthermore, it reinforces Miranda's competitive edge in the midst of the
large-scale HD upgrade cycle which is currently taking place in the
broadcasting industry." he added.

The total purchase price is approximately Cdn$11 million, payable in
cash, and is subject to adjustments based on the value of net assets being
delivered at the closing of the transaction.

VertigoXmedia has been in the broadcast and digital signage businesses
for nearly ten years, operating predominantly in North America. For the past
three years, the company's broadcast division, which Miranda is expecting to
acquire, has experienced an annual growth rate of approximately 20 per cent,
with gross margins over 60 per cent. Its revenues reached Cdn$5.3 million for
the financial year ended December 31, 2005.

Under the terms of the agreement, the 25 employees of VertigoXmedia's
broadcast division will join Miranda. The digital signage division, which is
excluded from the transaction and which employs 10 people, will be spun-off in
a new entity independent of Miranda, prior to the acquisition.

It is expected that the acquisition will be neutral to Miranda's net
earnings in the first year and accretive thereafter. Miranda will sell
VertigoXmedia's products through its sales channels. Given the coverage of
Miranda's worldwide distribution network, management believes there is an
opportunity for significant growth in the sales of VertigoXmedia's products.

VertigoXmedia would be the first acquisition announced by Miranda
Technologies since its Initial Public Offering (IPO), which was completed in
December 2005.

Forward-Looking Statements

This press release contains forward-looking statements reflecting
Miranda's objectives, estimates and expectations. Such statements may be
marked by the use of verbs such as 'believe', 'anticipate', 'estimate',
'looking ahead' and 'expect' as well as the use of conditional or future
tense. By their very nature, such statements involve risks and uncertainty
that could cause results or events related to the acquisition to differ
materially from current expectations. In making these statements Miranda has
assumed, among other things, that the closing conditions to the transaction
can be satisfied in accordance with their terms. For additional information
with respect to risk factors affecting Miranda's business, please refer to
Miranda's annual information form under the heading "Risk Factors", which is
available on SEDAR at www.sedar.com.

About Miranda

Miranda Technologies Inc. (TSX: MT) develops, manufactures and markets
high-performance hardware and software for the television broadcast industry.
Its solutions are purchased by content creators, broadcasters, specialty
channels and television service providers to enable and enhance the transition
to a complex multi-channel digital and HDTV broadcast environment. This
equipment allows customers to generate additional revenue while reducing costs
through the more efficient distribution and management of content as well as
the automation of previously manual processes. Miranda employs over 350 people
at its Montréal headquarters and in its offices located in Wallingford (UK),
Paris (France), Tokyo (Japan), Hong Kong, Beijing (China) and Springfield (New
Jersey). Miranda became a public company on December 8, 2005 and is listed on
the Toronto Stock Exchange. For more information, please visit

About VertigoXmedia

VertigoXmedia, inc. is an innovator in the field of graphics automation
solutions for broadcast television, cable and digital signage. The company's
patented products significantly streamline the graphics production workflow by
offering the ability to automatically capture and control live data, create
corresponding data-driven graphics, and deliver professional, real-time
graphics to multiple output channels. VertigoXmedia also offers award-winning
creative design, integration, and consulting services. VertigoXmedia's
products and services have been used by many of the world's leading
broadcasters, including CBS, CNBC, CNN, ESPN, FOX, NBC, Time Warner Cable,
CBC/Radio-Canada, CTV, Global Television, and others around the world. For
more information, please visit www.vertigoxmedia.com.

All trademarks mentioned herein are the property of their respective

Contact Information

  • Investors: René Vachon, Executive
    Vice-President & CFO, (514) 333-1772, ext. 3294; Media: Claire, Fiset
    Communications, (514) 992-1368; Source: Miranda Technologies Inc.