WASHINGTON, February 8, 2021 / PRNewswire / – Stagwell Media LP ("Stagwell") announced today that its previously announced combination (the "Proposed Transaction") with MDC Partners, Inc. ("MDC") has reached several important additional milestones.
On February 5, 2021MDC announced that it has received the approval of a majority of the holders of its 7500% senior notes due in 2024 in connection with the proposed transaction. In addition, the statutory waiting period according to the HSR Act expired on February 5, 2021. On February 8, 2021MDC filed a registration statement on Form S-4 with the US Securities and Exchange Commission, also in connection with the proposed transaction.
"I am pleased that the proposed combination has reached new milestones," he said Mark Penn, Managing Director of Stagwell and Chairman and CEO of MDC. "The S-4 filed by MDC contains important details regarding Stagwell's financial data, post-closing governance and minority protection, the special committee's assessment of the transaction and the potential benefits of the transaction for shareholders, and other important disclosures. "
The S-4 can be found at https://www.mdc-partners.com/investors/.
Further information on the proposed combination can be found at https://www.mdc-partners.com/businesscombination.
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 https://www.mdc-partners.com/businesscombination or the SEC's website at www.sec.gov.
Shareholder questions
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).
Consultant
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.
SOURCE Stagwell Group LLC