NEW YORK, February 8, 2021 / PRNewswire / – (NASDAQ: MDCA) – MDC Partners Inc. ("MDC") announced today that it has filed a registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission ") submitted. SEC ") in connection with the previously announced combination of MDC's business (the" Proposed Transaction ") with certain operations of Stagwell Media LP (" Stagwell "), to which the letter to MDC shareholders of is attached Irwin D. Simon, Senior Independent Director of the MDC Board of Directors (the "MDC Board of Directors") and chairman of a special committee of independent members of the MDC Board of Directors (the "Special Committee").
As previously announced, the combined company stands ready to provide meaningful shareholder value, accelerated growth and improved services to its customers. Unlike MDC as a standalone company, the compelling proposed transaction will create a leading marketing services company with improved global scalability and enhanced premium features.
The proposed transaction was approved by the MDC board of directors (with Mark Penn, Charlene Barshefsky and Bradley Gross Abstaining from voting on or participating in deliberations in relation to the proposed transaction) following the positive recommendation of the Special Committee and subject to the approval of MDC shareholders to receive the necessary regulatory approvals and other customary and negotiated closing conditions is expected in the first half of the calendar year 2021 completed.
As further detailed in the Registration Statement, it is anticipated that existing holders of Class A Common Shares (including Stagwell) and Class B Class B shares on a pro forma basis with no effect on any conversion of outstanding MDC Preferred Shares will be expected to receive approximately 26% of the combined company's registered capital and Stagwell would receive consideration equal to 74% of the combined company's registered capital.
While the registration statement has not yet been declared effective and the information contained therein is subject to change, the registration statement contains important information regarding the proposed transaction. Specifically, the registration statement contains information on Stagwell's reporting segments, market strategy, and historical consolidated financial information, as well as unaudited pro forma combined financial information for the combined company. Once the registration statement has been declared effective by the SEC, the final joint proxy statement / prospectus (the "Proxy Statement / Prospectus") contained in the registration statement will be made available to MDC shareholders prior to the vote of shareholders sent via the proposed transaction. To review the filing of the registration statement, shareholders can visit www.mdc-partners.com/documents or the SEC's website at www.sec.gov.
Shareholders with questions regarding the proposed transaction should contact Kingsdale Advisors, MDC's strategic shareholder advisor and proxy solicitation agent, at 1-877-659-1821 (toll-free within North America) or 1-416-867-2272 (outside of North America), apply America) or by email (Email protected).
Moelis & Company LLC is serving as financial advisor, and Canaccord Genuity Corp. acts as independent financial advisor to the Special Committee with DLA Piper LLP (USA) and DLA Piper (USA)Canada) LLP as legal advisor to the Special Committee. Cleary Gottlieb Steen & Hamilton LLP and Fasken Martineau DuMoulin LLP are serving as legal counsel to MDC. J.P. Morgan Securities LLC is serving as exclusive financial advisor to Stagwell and Freshfields Bruckhaus Deringer US LLP and McCarthy Tétrault LLP are serving as legal counsel to Stagwell. Kingsdale Advisors is acting as a strategic shareholder and communications advisor to MDC. Sloane & Company is acting as a communications advisor to MDC.
Via MDC partners
MDC is one of the most influential marketing and communication networks in the world. MDC is hailed as "The Place Where Great Talent Lives" for its innovative partners in advertising, PR, branding, digital, social and event marketing agencies, who are responsible for some of the most memorable and effective campaigns for the the world's most respected brands are responsible. Leveraging technology, data analytics, insights, and strategic consulting solutions, MDC drives creative excellence, business growth, and measurable return on marketing investments for over 1,700 customers worldwide. For more information about MDC and its partner companies, please visit our website at www.mdc-partners.com and follow us on Twitter at http://www.twitter.com/mdcpartners.
About the Stagwell Group
The Stagwell Group is the first and only independent, digital-first and fully integrated organization of brands for the maintenance of sizes and scales across the continuum of marketing services. Stagwell is collaborative by nature and is not weighed down by old points of view. Employees agree in their desire to innovate, develop, grow, and deliver superior results to their customers. Stagwell's high-growth brands include experts in four categories: digital transformation and marketing, research and insights, marketing communications, and content and media. Stagwell's address is 1808 Eye Street, 6th floor. Washington, D.C.20006.
Cautionary Note Regarding Forward-Looking Statements
This release may contain certain forward-looking statements (collectively, "forward-looking statements") within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Exchange Act and the United States Private Securities Litigation Reform Act of 1995, as amended as amended and "Forward-Looking Information" under applicable Canadian securities laws. Statements in this document that are not historical facts, including statements about MDC or Stagwell's beliefs and expectations and recent business and economic trends, are forward-looking statements. Words such as "estimate", "project", "aim", "predict", "believe", "expect", "anticipate", "potentially", "create", "intend", "could", "should" " would "," could "," foresee "," plan "," will "," guidance "," look "," outlook "," future "," assume "," forecast "," concentrate "," "continue "or the negative of such terms or other variations therefrom and terms of similar substance used in connection with discussing current plans, estimates and projections may change due to a number of factors, including those described in this section. Regarding these forward-looking statements may include, among other things, statements relating to the future financial performance and prospects of the respective businesses and operations of MDC, Stagwell and the combined company; information relating to the proposed transaction; the expected benefits of the proposed Transaction; the likelihood that the proposed transaction will be completed; the expected outcome of the proposed transaction; the tax implications of the proposed transaction for MDC and MDC's shareholders; the timing of the general meeting to approve the proposed Transaction (the "Special Meeting"); shareholder approvals required for the proposed transaction; regulatory and stock market approval of the proposed transaction; and the timing of the implementation of the proposed transaction. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements, including the risks identified in our filings with the SEC.
These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the control of MDC. Important factors that could cause actual results and expectations to differ materially from those expressed in these forward-looking statements include the risks and uncertainties set out in the "Risk Factors" section of the Proxy / Prospectus and the heading "Risk Factors "in the MDC annual report on Form 10-K for the year-end December 31, 2019 according to item 1A in the quarterly report of MDC on Form 10-Q for the past three months March 31, 2020 according to point 1A in the quarterly report of MDC on Form 10-Q for the past six months June 30, 2020 according to point 1A and in the MDC quarterly report on Form 10-Q for the past nine months September 30, 2020. These and other risk factors include, but are not limited to, the following:
- Inability to obtain the expected benefit from the proposed transaction or the occurrence of difficulties related to the proposed transaction;
- adverse tax consequences in connection with the proposed transaction for MDC, its business and its shareholders, which may differ from MDC or Stagwell's expectations, including future changes in tax law, potential increases in corporate tax rates in The United States and disagreements with tax authorities over the valuation of MDC and the calculation of its tax attributes can lead to increased tax costs.
- the occurrence of a material federal Canadian income tax (including a material "emigration tax") as a result of the proposed transaction;
- the impact of the uncertainty associated with the proposed transaction on the respective businesses of MDC and Stagwell;
- direct or indirect costs related to the proposed transaction that could be higher than expected;
- the risk that a condition for the completion of the proposed transaction may not be met and the proposed transaction may not complete; and
- the risk that parties will contest the proposed transaction or the impact of the proposed transaction on MDC's debt settlement.
You can obtain copies of MDC's filings from its profile on SEDAR at www.sedar.com, its profile on the SEC's website at www.sec.gov, or its website at www.mdc-partners.com. MDC assumes no obligation to update any forward-looking statements as a result of new information, future developments or for other reasons, unless this is expressly required by law. All forward-looking statements in this release are qualified in their entirety by this cautionary statement.
Additional information and where to find it
In connection with the proposed transaction, the MDC and New MDC have filed a registration statement with the SEC on Form S-4 (the "Form S-4") that contains the proxy statement / prospectus. This notice is not a substitute for the proxy statement / prospectus or any other document that MDC may file with the SEC in connection with the proposed transaction. Once this is effective, MDC will send the Power of Attorney / Prospectus to its shareholders in connection with the voting to approve certain matters relating to the proposed transaction.
INVESTORS AND SECURITY OWNERS OF MDC ARE OBLIGED TO FULLY CAREFULLY (INCLUDE INFORMATION ABOUT THE CHANGES OR ADDITIONS) IN THE PROPOSAL OF THE PROPOSED TRANSACTION. Copies of the Power of Attorney / Prospectus and other relevant documents filed by the MDC or New MDC with the SEC can be obtained free of charge from the SEC's website at www.sec.gov. In addition, investors and security holders can obtain free copies of the Power of Attorney / Prospectus and other relevant documents filed by the MDC or New MDC with the SEC and on the MDC website at http://www.mdc-partners.com.
The URLs in this announcement are intended as inactive text references only. They are not intended to be active hyperlinks to websites. The information on such websites, even if they are accessible via a hyperlink resulting from the URLs or to which reference is made here, are not considered part of this announcement. No representations or representations are made as to the suitability or reliability of any information on such websites for any purpose.
No offer or solicitation
This announcement constitutes neither an offer to buy or an exchange nor the solicitation of an offer to sell or an exchange of securities, nor is there a sale of securities in any jurisdiction in which such an offer, sale or exchange has been made beforehand it would have been illegal to register or qualify under the securities laws of such jurisdiction. This announcement is not a substitute for any prospectus, power of attorney, or any other document that MDC or New MDC may file with the SEC in connection with the proposed transaction. No solicitation of funds, securities or other consideration will be made and, if sent in response to the information contained herein, will not be accepted.
No securities will be offered except by means of a prospectus that complies with the requirements of the US Securities Act of 1933, as amended. The proposed transaction and distribution of this document may be restricted by law in certain jurisdictions and persons in whose possession documents or other information referred to herein should find out and observe such restrictions. Failure to comply with these restrictions could constitute a violation of the securities laws of any such jurisdiction. No offer of securities will be made, directly or indirectly, in or in any jurisdiction in which doing so would conflict with the laws of that jurisdiction.
Participant in the call
MDC, New MDC and their respective directors and officers, as well as other members of management and employees, may be regarded as participants in the solicitation of proxies from MDC shareholders for the approvals required to complete the proposed transaction. More detailed information regarding the identity of these prospective participants and any direct or indirect interests they may have in the proposed transaction, whether through holdings of securities or otherwise, is contained in the proxy statement / prospectus filed with the SEC. Information regarding MDC's directors and officers is contained in the Definitive Proxy Statement on Appendix 14A filed by MDC with the SEC on May 26, 2020 and in the Annual Report on Form 10-K filed by the MDC with the SEC on 5. March, 2020. For more information on attendees' interests in soliciting proxies in relation to the special meeting, see the power of attorney / prospectus filed with the SEC. These documents are available free of charge to MDC shareholders on the SEC's website at www.sec.gov and on the MDC website at www.mdc-partners.com.
You must not interpret the contents of this document as legal, tax, regulatory, financial, accounting or other advice, and you are encouraged to consult with your own advisers about the legal, tax, regulatory, financial, accounting and other Follow the advice to advise on the proposed transaction, the suitability of the proposed transaction for you, and other relevant matters related to the proposed transaction.
(Effective date of the S-4 registration.), 2021
Dear Shareholder, Dear Shareholder:
The board of directors (the "MDC Board") of MDC Partners Inc. ("MDC" or "MDC Canada") cordially invites you to attend a special meeting (the "Meeting") of its shareholders (the "MDC Canada Shareholders") . ) virtually at () (am / pm) on (), 2021 or in the event of an adjournment or postponement thereof.
As previously announced, on December 21, 2020upon the unanimous recommendation of a special committee of independent members of the MDC Board of Directors (the "MDC Special Committee") and subsequent approval by the MDC Board of Directors (except Mark Penn, Charlene Barshefsky and Bradley Gross (collectively, the "Interested Directors") who have abstained from voting on the Proposed Transactions or participating in deliberations relating to the Proposed Transactions), MDC Canada and Stagwell Media LP ("Stagwell") have a Transaction Agreement (the "Transaction Agreement" closed "), which among other things the Redomiciliation (the" Redomiciliation ") of MDC Canada from the federal jurisdiction of Canada to the State of Delaware (of and after the Redomiciliation, "MDC Delaware") and the subsequent combination (the "Business Combination") of the business of MDC with the business of Stagwell's subsidiaries that own and operate a portfolio of marketing services companies (the "Stagwell Subject Entities" " The redomiciliation, business combination and a number of related transactions are referred to herein as the "Proposed Transactions" and, after the business combination, the combined entity is referred to herein as the "combined entity".
On a pro forma basis (and (i) without affecting the conversion of the outstanding MDC Preferred Shares and (ii) including untransferred Restricted Stocks and Restricted Stock Units of MDC), upon completion of the proposed Transactions, it will be assumed that the Existing Transactions are holders of MDC Canada's Class A Subordinated Voting Shares (the "MDC Canada Class A Common Shares") and MDC Canada's Class B Shares of Multiple Voting (the "MDC Canada Class B Common Shares" and together with the Common Shares of MDC Canada Class A) Shares, the "MDC Canada Common Shares" (including Stagwell), will own approximately 26% of the common stock of the Combined Company and Stagwell would issue an amount of Class C common shares of the Combined Company representing approximately 74% corresponds to% of the voting rights of the combined company (where the percentage of holdings in the combined company ft, owned by Stagwell, will be revised downwards if certain restructuring transactions have not been pre-completed (consummation of the proposed transactions) and together with the Stagwell OpCo Shares (as defined below) upon an election of Stagwell after a six month stake one-on-one against Class A Common Shares of the Combined Company exchangeable for the period, subject to certain adjustments as described in the attached Proxy Statement / Prospectus.
The combined company will stand ready to provide meaningful shareholder value, accelerated growth and improved services to its customers. In contrast to MDC Canada as an independent company, the convincing combination creates a leading marketing services company with improved global scalability and expanded functions:
- Increased shareholder value. The combined company will accelerate growth and increase shareholder value. The combined company will offer its customers a comprehensive suite of complementary marketing and communications services that will expand significantly in the areas of high-growth digital services and expertise, adding significant new capabilities across disciplines and regions compared to MDC as a standalone entity.
- Estimated cost synergies. Due to certain synergies described in the attached Proxy Statement / Prospectus under "The Proposed Transactions – Estimated Cost Synergies", the Combined Company is expected to achieve certain cost synergies and savings in term $ 30 million Over time, approximately 90% of these savings are expected to be achieved within twenty-four months of the proposed transactions being completed.
- Lower pro forma leverage. The combined company will have an improved credit profile and will lower its consolidated net leverage ratio from 4.2x to 3.4x after fully leveraging the expected operational synergies with Run Rate.
- Improved scaling. The combined company will be one of the top ten integrated marketing services companies in the world. The combined company will expand global size, operate in 23 countries, and manage expanded media and data operations $ 4.4 billion in media issues.
- Improved growth opportunities. The combined company will have a goal of 5% + annual organic growth, driven by 10-15% digital marketing growth and complementary skills, and a goal from 9%+ annual total sales growth including new products and acquisitions. The combined company will more than triple its concentration high growth digital offers, 32% of which are expected to be in the field of digital services. The combined company is expected to be over generated $ 200 million The combined company will target sales growth of over $ 3 billion by 2025, including acquisitions, organic growth and new products. In addition, the combined company will seek new revenue streams by expanding its portfolio of combined digital and technology products.
The Transaction Agreement also includes several minority and corporate governance protection rights, including:
- Three continuous independent directors. Three persons currently serving as independent directors of MDC (the "Continuing Independent Directors") will serve as directors on the board of directors of the Combined Company (the "Combined Company Board") and the Combined Company has agreed to appoint such directors arrange to be nominated at the next two annual meetings of the combined company following the completion of the proposed transactions. Mr. Penn will continue to serve as a director and Stagwell has the right under the Transaction Agreement to appoint four directors (and Stagwell has advised MDC that at least two independent directors should be appointed) and a subsidiary of Goldman Sachs & Co. LLC has the right to appoint a director to the board of the combined company.
- Continuing independent directors will comprise the Audit Committee. The combined company's audit committee consists solely of the ongoing independent directors.
- Limitations on Related Party Transactions. During the period following the Proposed Transactions, so long as (i) Stagwell beneficially owns more than 10% of the then issued and outstanding voting securities of the Combined Company, (ii) Stagwell has appointed directors who will constitute a majority on the Board of Directors of the Combined Company; or (iii ) Stagwell has the contractual right to appoint a majority of the board of directors of the Combined Company (the "Limitations"). The Transaction Agreement generally prohibits the combined company from entering into certain related party transactions without the consent of a majority of the independent directors serving on the combined company's board of directors.
- "Majority of the minority" voting right. During the limited period, the Transaction Agreement also generally prohibits the combined company from entering into any proposed business combination in which Stagwell or its affiliates are involved without (A) the approval of the combined company's shareholders who hold a "minority majority" of the voting rights the combined company; and (B) the creation of a special committee of independent directors with powers similar to the MDC special committee.
During the meeting, you will be asked to review and approve six proposals (the "Proposals"):
- Proposal 1: the approval of redomiciliation (the "Redomiciliation Proposal");
- Proposal 2: Approve all proposed Transactions other than Redomiciliation (the "Business Combination Proposal"), including the following:
The MDC reorganization. Upon redomiciliation, MDC Delaware will merge with one of its indirect wholly-owned subsidiaries (the "MDC Merger"), with MDC Delaware (from and after the MDC merger, "OpCo") surviving as a direct subsidiary of a newly formed subsidiary, NASDAQ-listed Delaware Corporation ("New MDC"). Following the MDC merger, OpCo will be converted into a limited liability company (along with the MDC merger, the "MDC Reorganization") that will hold MDC's business assets.
The contributions. Upon completion of the Proposed Transactions, Stagwell (i) will contribute the issued and outstanding interests of Stagwell Marketing Group Holdings LLC, the direct or indirect owner of Stagwell Subject Entities other than SMGH, in exchange for 216,250,000 joint membership shares in OpCo from OpCo (the "Stagwell OpCo Units ") and (ii) a total of cash equal to $ 100 in New MDC in exchange for 216,250,000 shares of a new Class C series of New MDC common shares (the "Stagwell Offering"), which are for voting rights only.
- Proposal 3: Grant a proxy in respect of the common stock of MDC Delaware (the "MDC Delaware Common Stock") and the Series 6 convertible preferred stock of MDC Delaware (the "MDC Delaware Series 6 Shares") held by them are intended to become MDC Canada Shareholders immediately upon the completion of the Redomiciliation, each applicable to MDC and The Stagwell Group LLC (each in that capacity a "Proxyholder"), each Proxyholder acting individually with respect to and on behalf of the holders of MDC Delaware common stock and MDC Delaware Series 6 Shares that have voted in favor of this Proposal may be eligible for approval and acceptance of the Transaction Agreement and proposed Transactions including the MDC Reorganization (collectively, the "MDC Delaware Consent"), its MDC Delaware Proxy (A) by earlier point in time of (1) the termination of the Transaction Agreement in accordance with its provisions and (2) the effectiveness of the MDC Delaware C remains onsent and (B ) in respect of MDC are granted on condition that MDC, in its capacity as proxy, irrevocably agrees to vote such MDC Delaware Common Stock and MDC Delaware Series 6 Stock to approve and accept the Transaction Agreement and the proposed transactions. including the MDC reorganization (the "MDC Delaware Proxy Proposal");
- Proposal 4: Pursuant to NASDAQ Listing Rule 5635, approve the issue of the MDC Delaware Series 6 Shares, as described in Proposal 3 (the "Series 6 Supervoting Proposal");
- Proposal 5: according to NASDAQ Listing Rule 5635, the Stagwell emission as described in Proposal 2 (the "Stagwell emission proposal"); and
- Proposal 6: The non-binding advisory approval of the remuneration paid or payable to MDC-appointed officers in connection with the Proposed Transactions (the "Proposed Compensation").
The Redomiciliation Proposal and Business Combination Proposal must be approved by both (i) at least two-thirds of the total votes cast on such proposals as well as (ii) at least a "minority majority" of the respective class for such proposals (i.e., a majority excluding the votes of interested shareholders (which must be excluded under applicable securities laws) and the completion of all proposals other than the Compensation Proposal (all of these proposals collectively the "Transaction Proposals") "are subject to the approval of the other Transaction Proposals by the required MDC Canada shareholder threshold so that MDC will only proceed with the proposed transactions if MDC Canada shareholders approve each of the proposed transactions with the required threshold.
On the unanimous recommendation of the MDC Special Committee, the MDC Board of Directors unanimously recommends (with interested Directors abstaining) that MDC Canada shareholders vote "FOR" on any proposed transaction. In addition, the MDC Board of Directors unanimously recommends (with interested directors abstaining) that MDC Canada shareholders vote in favor of the proposed compensation.
We recommend that you read the accompanying document carefully. Lesen Sie insbesondere den Abschnitt "Risikofaktoren" ab Seite 50 der beigefügten Proxy-Erklärung / des Prospekts, um zu erläutern, welche Risiken Sie bei der Bewertung der vorgeschlagenen Transaktionen berücksichtigen sollten und wie sie sich auf Sie auswirken.
Ihre Stimme ist sehr wichtig, unabhängig von der Anzahl der MDC Canada-Stammaktien oder Vorzugsaktien von MDC Canada (zusammen die "MDC Canada-Aktien"), die Sie besitzen. Unabhängig davon, ob Sie eine virtuelle Teilnahme erwarten oder nicht, sollten Sie einen Bevollmächtigten ermächtigen, Ihre MDC Canada-Aktien so schnell wie möglich abzustimmen, damit Ihre MDC Canada-Aktien auf der Versammlung vertreten und abgestimmt werden können. Diesem Schreiben sind die Einladung zur Sonderversammlung und die Erklärung / der Prospekt der Stimmrechtsvertretung sowie eine Form der Vollmacht oder ein Weisungsformular für die Stimmabgabe beigefügt.
Aufgrund der anhaltenden Auswirkungen der neuartigen Coronavirus-Pandemie (COVID-19) auf die öffentliche Gesundheit und zur Unterstützung der Gesundheit und des Wohlbefindens unserer Mitarbeiter und Aktionäre hat MDC Canada beschlossen, das Treffen ausschließlich über Fernkommunikation abzuhalten virtuelles Treffen. Ein virtuelles Meeting ermöglicht registrierten Inhabern von MDC Canada-Aktien und ordnungsgemäß ernannten Stimmrechtsvertretern, das Meeting anzuhören, Fragen zu stellen und online Antworten zu erhalten und online unter () abzustimmen, indem Sie auf "Ich habe eine Kontrollnummer" klicken und dann Ihre eindeutige 13-stellige Zahl eingeben Kontrollnummer auf Ihrem Proxy-Formular und das Passwort "()" (Groß- und Kleinschreibung beachten). Registrierte Inhaber von MDC Canada-Stammaktien und ordnungsgemäß ernannte Stimmrechtsvertreter können während der Versammlung Fragen über die Versammlung stellen. Die überwiegende Mehrheit unserer Aktionäre stimmt vor der Hauptversammlung durch einen Bevollmächtigten über die verschiedenen verfügbaren Abstimmungskanäle ab, und diese Abstimmungskanäle werden weiterhin verfügbar sein. Wir ermutigen die Aktionäre, vor der Hauptversammlung weiterhin durch einen Bevollmächtigten abzustimmen.
Bitte reichen Sie Ihre Stimme online, telefonisch, per Post oder Fax bis () (a.m./p.m.) Am (), 2021 ein, um Ihre Vertretung bei der Versammlung sicherzustellen.
Wenn Sie Unterstützung bei der Abstimmung Ihrer MDC Canada-Aktien benötigen, wenden Sie sich wie folgt an den strategischen Aktionärsberater und Proxy Solicitation Agent von MDC Canada, Kingsdale Advisors:
130 King Street West, Suite 2950, P.O. Kasten 361
Toronto, Ontario M5X 1E2
Gebührenfrei anrufen (innerhalb Nordamerika):
Rufen Sie Collect an (außerhalb Nordamerika):
Im Namen von MDC Canada möchte ich mich bei Ihnen für Ihre fortgesetzte Unterstützung bedanken.
Mit freundlichen Grüßen,
""Irwin D. Simon""
Irwin D. Simon
Leitender unabhängiger Direktor (Vorsitzender) von MDC Partners Inc.
Cautionary Note Regarding Forward-Looking Statements
Diese Mitteilung kann bestimmte zukunftsgerichtete Aussagen (zusammenfassend "zukunftsgerichtete Aussagen") im Sinne von Abschnitt 27A des US Securities Act von 1933 in der jeweils gültigen Fassung und Abschnitt 21E des US Exchange Act und des United States Private Securities Litigation enthalten Reform Act von 1995 in der geänderten Fassung und "zukunftsgerichtete Informationen" gemäß den geltenden kanadischen Wertpapiergesetzen. Aussagen in diesem Dokument, die keine historischen Fakten sind, einschließlich Aussagen über die Überzeugungen und Erwartungen von MDC oder Stagwell sowie die jüngsten geschäftlichen und wirtschaftlichen Trends, sind zukunftsgerichtete Aussagen. Wörter wie "schätzen", "projektieren", "zielen", "vorhersagen", "glauben", "erwarten", "antizipieren", "potentiell", "erschaffen", "beabsichtigen", "könnten", "sollten" "würde", "könnte", "voraussehen", "planen", "wird", "Anleitung", "schauen", "Ausblick", "Zukunft", "annehmen", "prognostizieren", "konzentrieren", "" continue," or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section. Such forward-looking statements may include, but are not limited to, statements related to: future financial performance and the future prospects of the respective businesses and operations of MDC, Stagwell and the combined company; information concerning the Proposed Transaction; the anticipated benefits of the Proposed Transaction; the likelihood of the Proposed Transaction being completed; the anticipated outcome of the Proposed Transaction; the tax impact of the Proposed Transaction on MDC and shareholders of MDC; the timing of the shareholder meeting to approve the Proposed Transaction (the "Special Meeting"); the shareholder approvals required for the Proposed Transaction; regulatory and stock exchange approval of the Proposed Transaction; and the timing of the implementation of the Proposed Transaction. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement, including the risks identified in our filings with the SEC.
These forward-looking statements are subject to various risks and uncertainties, many of which are outside MDC's control. Important factors that could cause actual results and expectations to differ materially from those indicated by such forward-looking statements include, without limitation, the risks and uncertainties set forth under the section entitled "Risk Factors" in the Proxy/Prospectus, and under the caption "Risk Factors" in MDC's Annual Report on Form 10-K for the year-ended December 31, 2019 under Item 1A, in MDC's Quarterly Report on Form 10-Q for the three-months ended March 31, 2020 under Item 1A, in MDC's Quarterly Report on Form 10-Q for the six-months ended June 30, 2020 under Item 1A and in MDC's Quarterly Report on Form 10-Q for the nine-months ended September 30, 2020. These and other risk factors include, but are not limited to, the following:
- an inability to realize expected benefits of the Proposed Transaction or the occurrence of difficulties in connection with the Proposed Transaction;
- adverse tax consequences in connection with the Proposed Transaction for MDC, its operations and its shareholders, that may differ from the expectations of MDC or Stagwell, including that future changes in tax law, potential increases to corporate tax rates in Die Vereinigten Staaten and disagreements with the tax authorities on MDC's determination of value and computations of its tax attributes may result in increased tax costs;
- the occurrence of material Canadian federal income tax (including material "emigration tax") as a result of the Proposed Transaction;
- the impact of uncertainty associated with the Proposed Transaction on MDC's and Stagwell's respective businesses;
- direct or indirect costs associated with the Proposed Transaction, which could be greater than expected;
- the risk that a condition to completion of the Proposed Transaction may not be satisfied and the Proposed Transaction may not be completed; and
- the risk of parties challenging the Proposed Transaction or the impact of the Proposed Transaction on MDC's debt arrangements.
You can obtain copies of MDC's filings under its profile on SEDAR at www.sedar.com, its profile on the SEC's website at www.sec.gov or its website at www.mdc-partners.com. MDC does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.
Additional Information and Where to Find It
In connection with the Proposed Transaction, MDC and New MDC filed with the SEC a registration statement on Form S-4 (the "Form S-4") that includes the Proxy Statement/Prospectus. This communication is not a substitute for the Proxy Statement/Prospectus or any other document MDC may file with the SEC in connection with the Proposed Transaction. Once effective, MDC will mail the Proxy Statement/Prospectus to its shareholders in connection with the votes to approve certain matters in connection with the Proposed Transaction.
INVESTORS AND SECURITYHOLDERS OF MDC ARE URGED TO READ CAREFULLY THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION IN ITS/THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) OR ANY DOCUMENTS WHICH ARE INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain, free of charge, copies of the Proxy Statement/Prospectus and other relevant documents filed by MDC or New MDC with the SEC, at the SEC's website at www.sec.gov. In addition, investors and securityholders are able to obtain free copies of the Proxy Statement/Prospectus and other relevant documents filed by MDC or New MDC with the SEC and from MDC's website at http://www.mdc-partners.com.
The URLs in this announcement are intended to be inactive textual references only. They are not intended to be active hyperlinks to websites. The information on such websites, even if it might be accessible through a hyperlink resulting from the URLs or referenced herein, is not and shall not be deemed to be incorporated into this announcement. No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any information on such websites.
No Offer or Solicitation
This communication does not constitute an offer to buy or exchange, or the solicitation of an offer to sell or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not a substitute for any prospectus, proxy statement or any other document that MDC or New MDC may file with the SEC in connection with the Proposed Transaction. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended. The Proposed Transaction and distribution of this document may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No offering of securities will be made directly or indirectly, in or into any jurisdiction where to do so would be inconsistent with the laws of such jurisdiction.
Participants in the Solicitation
MDC, New MDC and their respective directors and executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from MDC's shareholders with respect to the approvals required to complete the Proposed Transaction. More detailed information regarding the identity of these potential participants, and any direct or indirect interests they may have in the Proposed Transaction, by security holdings or otherwise, is set forth in the Proxy Statement/Prospectus filed with the SEC. Information regarding MDC's directors and executive officers is set forth in the definitive proxy statement on Schedule 14A filed by MDC with the SEC on May 26, 2020 and in the Annual Report on Form 10-K filed by MDC with the SEC on March 5, 2020. Additional information regarding the interests of participants in the solicitation of proxies in respect of the Special Meeting is included in the Proxy Statement/Prospectus filed with the SEC. These documents are available to the shareholders of MDC free of charge from the SEC's website at www.sec.gov and from MDC's website at www.mdc-partners.com.
You must not construe the contents of this document as legal, tax, regulatory, financial, accounting or other advice, and you are urged to consult with your own advisors with respect to legal, tax, regulatory, financial, accounting and other consequences of the Proposed Transaction, the suitability of the Proposed Transaction for you and other relevant matters concerning the Proposed Transaction.
SOURCE MDC Partners Inc.