New proposal with improved financial terms provides added value for MDC shareholders, further improved governance and offers the best opportunity to create a global modern marketing company with short and long term growth prospects
Special Committee recommends that shareholders vote "FOR" for the amended transaction
New meeting date for July 26, 2021
NEW YORK, July 9, 2021 / PRNewswire / – (NASDAQ: MDCA) – MDC Partners Inc. ("MDC" or the "Company") announced today that the MDC Board of Directors special committee (the "MDC Special Committee"), in cooperation with its independent legal department and financial advisor, has completed its assessment of Stagwell Media LP's ("Stagwell") revised offering and has reached an agreement on amended terms (the "Change") for the Company's business combination and certain operational businesses of Stagwell (the "Transaction"). The change was recommended unanimously by the MDC Special Committee and unanimously approved by the MDC Board of Directors (with the exception of interested directors). The Company expects to file a supplement to its proxy statement / prospectus as soon as possible.
The change, which takes into account input and feedback from MDC shareholders and reflects extensive negotiations between the MDC Special Committee and Stagwell, includes a reduction in the share consideration Stagwell will receive as part of the transaction on equity interests of 180 million common shares. a reduction of approximately 36 million common shares from the 216.25 million common shares agreed in the Transaction Agreement on December 21, 2020. Based on this change in share consideration, existing MDC common stockholders (including Stagwell) would own approximately 31% of the combined company's (the "Combined Company") share capital immediately upon completion of the Transaction on a pro forma basis.
MDC and Stagwell have also agreed further governance improvements, including seven of the nine members of the combined company's board of directors and two of three members of the Nominating & Corporate Governance Committee to remain corporate independent directors of the company. Stagwell has also agreed to give up its right to appoint a fourth director and instead select the ninth director of the Combined Company by mutual agreement. In addition to these governance changes, Stagwell and Goldman Sachs have each agreed to discontinue all gains in the Combined Company's Series 6 preference shares and Series 8 preference shares for one year upon completion of the transaction.
The MDC Special Committee has been working closely with its legal and financial advisers over the past few weeks to negotiate the revised agreement, conduct additional due diligence (including a review of the MDC and Stagwell's updated financial projections), assess each company's relative worth Transaction and take into account the fairness of the revised offer.
After the change comes into effect, the MDC Board of Directors recommends, following the unanimous recommendation of the Special Committee, that MDC Shareholders vote "FOR" for the transaction for the following reasons:
- The combination with Stagwell offers MDC shareholders the best opportunity for value and growth through a significant stake in a large company well positioned in the fastest growing marketing and promotional communications sectors;
- The merged company will have less leverage and greater scope than MDC today, allowing greater financial flexibility;
- The combination of MDC and Stagwell provides opportunities for cost savings and revenue synergies that create additional value for MDC shareholders;
- With increased market capitalization, sales and cash flow, and participation in the growing sectors of the market, there is a better chance of greater liquidity in trading the shares of the Combined Company and the coverage of sell-side analysts, which is the valuation of the stock;
- The Special Committee received a Fairness Opinion from Moelis & Company LLC, financial advisor to the Special Committee in relation to the Transaction, provided that, at the time of the Transaction and subject to the assumptions, limitations, and limitations in that opinion, the percentage of ownership in New MDC is shown That the holders of MDC Class A and B shares (collectively the "MDC Common Shares") will hold upon completion of the Transaction, is financially reasonable for holders of MDC M common shares, except Mark Penn, Stagwell, Goldman Sachs and their respective affiliates (other than MDC and its subsidiaries) (collectively the "Interested Shareholders");
- The governance safeguards provide effective protection for the interests of MDC shareholders in the future (including the ability for minority shareholders to exert significant influence over the composition of the entire board of directors of the combined company); and
- There is no better alternative for MDC to create value, achieve economies of scale, reduce leverage, increase trading liquidity, reduce costs and position the company in the growth sectors of the market.
In comment on its support for the amended transaction, the MDC Special Committee offered:
“We negotiated the revised terms with Stagwell and believe that they will add significant value to MDC shareholders and adequately reflect Stagwell's high growth businesses and Stagwell's financial performance and success, which continued and momentum in a challenging year We have spoken to many MDC shareholders and worked on their behalf with Stagwell to create even more value for them with this transaction. Our efforts have resulted in additional financial and governance improvements for Stagwell, which will enhance the MDC Reward shareholders for their contributions to the combined company and for protecting their interests over time.
“We also know that this combination makes strategic sense. Working with Stagwell puts MDC on the right growth path with a stronger balance sheet, a better combination of digital skills and the right leadership for the future.
“We firmly believe that the transaction announced today is the best route for MDC and its shareholders and will maximize value for MDC shareholders. To be clear, we don't think there is a better or any other deal with Stagwell, no other applicants have emerged, and MDC's standalone prospects are nowhere near as attractive as combining with Stagwell on the terms we have today Announced tomorrow.
“Our special committee therefore fully supports this transaction and strongly encourages MDC shareholders to seize this opportunity to maximize value. MDC's board of directors recommends that the company's shareholders, upon unanimous recommendation, vote "FOR" & # 39; this business combination. "
It is expected that the special meeting of shareholders of the company to vote on the transaction, which is currently for July 19, 2021 will commence and pause at the new time and date for the anticipated special meeting of Shareholders to vote on the Transaction (the "Special Meeting") Monday, July 26th 2021 at the 11:00 p.m. ET, available virtually at https://web.lumiagm.com/401933402. The company will extend the planned acceptance deadline for proxy voting for the special meeting and will accept powers of attorney and instructions, including electronic voting, until Thursday July 22, 2021.
Your vote is very important regardless of the number of shares you have and encourage shareholders to vote before the new deadline. Shareholders who have questions about the Special Meeting and the amended transaction should contact 1-877-659-1821 (toll-free within vonvisor North America) or at 1-416-867-2272 (outside of North America) or by email to (Email protected).
About MDC Partners Inc.
MDC Partners is one of the most influential marketing and communication networks in the world. "The Place Where Great Talent Lives" is hailed as MDC Partners for its innovative advertising, PR, branding, digital, social and event marketing agency partners for some of the most memorable and effective campaigns for the world's most respected brands are responsible. Through the use of technology, data analysis, insights and strategic consulting solutions, MDC Partners drives creative excellence, business growth and measurable returns on marketing investments for over 1,700 customers worldwide. For more information about MDC Partners and its partner firms, please visit our website at mdc-partners.com, sign up for investor updates and notifications, and follow us on LinkedIn.
Stagwell is a private equity fund that owns all of the shares in Stagwell Marketing Group LLC through a wholly owned holding company called Stagwell Marketing Group Holdings LLC. Stagwell Media, Stagwell Marketing Group LLC and their businesses are managed by The Stagwell Group, a registered investment advisor. Stagwell's address is 1808 Eye Street, 6th floor. Washington, D.C., 20006. As of this writing, Stagwell and its affiliates own 50,000 Series 6 Preference Shares (equivalent to 100% of the outstanding Series 6 Preferred Shares) and 14,425,714 Class A Shares (equivalent to 18.7% of the Subordinated Class A Voting Shares) . by MDC, which together represent 19.9% of the issued and outstanding Class A Subordinated Voting Shares of MDC, calculated on a converted basis. Stagwell and its affiliates' beneficial ownership of MDC securities will not change after the announcement of the foregoing. The foregoing information regarding the amended terms of the Transaction and Stagwell's interest in MDC is provided by Stagwell in order to comply with its early warning disclosure obligations under applicable Canadian securities laws.
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, in the 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", "foresee", "potentially", "create", "intend", "could", "should," “would”, “could”, “foresee”, “plan”, “will”, “guide”, “look”, “outlook”, “future”, “assume”, “predict”, “focus”, “continue” "or the negation of such terms or other variations thereof and terms with similar content used in connection with discussing current plans, estimates and projections are subject to change due to a number of factors, including those described in this section. Such forward-looking statements may include, but is not limited to, statements relating to: future financial results and the prospects for the future of the respective businesses and operations of MDC, Stagwell and the Combined Company; information about the transaction; the expected benefits of the transaction; the likelihood of the completion of the transaction tion; the expected outcome of the transaction; the tax implications of the Transaction for MDC and MDC's shareholders; the timing of the shareholders' meeting to approve the Transaction (the "Special Meeting"); the consents of the shareholders required for the transaction; regulatory and stock exchange approval of the transaction; and when the transaction was carried out. 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 Securities Exchange Commission (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 such forward-looking statements include the risks and uncertainties set out in the "Risk Factors" section of the registration statement on submitted Form S-4 on February 8, 2021, and as amended on March 29, 2021, April 21, 2021 and April 30, 2021 (the "Form S-4"), under the "Risk Factors" section in the Proxy Statement / Prospectus on Form 424B3, filed on May 10, 2021 (along with Form S-4, the "Proxy Statement / Prospectus"), under the heading "Risk Factors" in MDC's Annual Report on Form 10-K for the year-end December 31, 2020 under item 1A and under the heading "Risk Factors" in the MDC Quarterly Report on Form 10-Q for the quarter end March 31, 2021 under point 1A. These and other risk factors include but are not limited to the following:
- the inability to obtain the anticipated benefit from the Transaction or the occurrence of difficulties related to the Transaction;
- adverse tax consequences in connection with the Transaction for MDC, its business and its shareholders that 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 result in increased tax costs;
- the incurrence of material federal Canadian income tax (including a material "emigration tax") as a result of the Transaction;
- the impact of the uncertainty surrounding the Transaction on the respective businesses of MDC and Stagwell;
- direct or indirect costs related to the transaction that could turn out to be higher than expected;
- the risk that a condition for the completion of the transaction is not met and the transaction cannot be completed; and
- the risk of parties contesting the transaction or the impact of the transaction on MDC's debt arrangements.
You can obtain copies of MDC's filings from its profile on SEDAR at www.sedar.com, its profile on the SEC 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 otherwise, unless expressly required by law. All forward-looking statements in this release are restricted in their entirety by this cautionary note.
Additional information and where to find it
In connection with the transaction, the MDC and New MDC have filed the proxy statement / prospectus with the SEC. This announcement is not a substitute for the proxy statement / prospectus or other documents that MDC may file with the SEC in connection with the transaction.
INVESTORS AND SECURITY HOLDERS OF MDC ARE URGENTLY CAREFUL TO REFER TO THE PROXY STATEMENT / PROSPECTUS IN RELATION TO THE ENTIRE TRANSACTION (INCLUDING ALL CHANGES OR ADDITIONS THEREOF) OR ANY REFERENCE IN THE DOCUMENTS IN THE DOCUMENTS TO READ THE TRANSACTION CAREFULLY. You can obtain free copies of the Proxy Statement / Prospectus and other relevant documents filed with the SEC by the MDC or New MDC on the SEC's website at www.sec.gov. In addition, investors and security holders can obtain free copies of the Proxy Statement / 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 it could be accessed via a hyperlink resulting from the URLs or to which reference is made herein, is not and is not considered a part of this announcement. No representation or warranty is made regarding the suitability or reliability of any information on these websites for any purpose.
No offer or solicitation
This announcement does not constitute an offer to buy or exchange, or a solicitation of an offer to sell or exchange, nor is there a sale of any securities in any jurisdiction in which such offer, sale or exchange is made prior to registration or qualification under the securities laws of any such jurisdiction. This announcement is not a substitute for any prospectus, proxy statement, or other document filed with the SEC by MDC or New MDC in connection with the transaction. Funds, securities, or other consideration are not solicited and, if sent in response to the information contained herein, will not be accepted.
Securities may only be offered in the form of a prospectus that meets the requirements of the US Securities Act of 1933, as amended. The transaction and distribution of this document may be restricted by law in certain jurisdictions, and persons in possession of any document or other information referenced herein should inform themselves of and comply with such restrictions. Any failure to comply with these restrictions could constitute a violation of the securities laws of such jurisdiction. Securities are not offered directly or indirectly in or in a legal system in which this would contradict the laws of this legal system.
Participant in the tender
MDC, New MDC and their respective directors and officers, as well as other members of management and employees, may be considered participants in the solicitation of proxies by MDC shareholders with respect to the approvals required to complete the transaction. More detailed information regarding the identity of these prospective participants and any direct or indirect interests they may have in the transaction, whether through holdings or otherwise, can be found 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 May 10, 2021, in the Annual Report on Form 10-K filed by the MDC with the SEC on March 16, 2021, as amended on April 27, 2021 and in the quarterly report on Form 10-Q filed by the MDC with the SEC on 10th of May, 2021. Additional information regarding attendees' interests in obtaining proxy voting with respect to the special meeting is contained in the proxy statement / 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 any other advice, and you are urged to consult with your own advisers regarding any legal, tax, regulatory, financial, accounting and other consequences of the transaction , the suitability of the transaction for you and other matters relevant to the transaction.
MDC partner Inc.
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SOURCE MDC Partners Inc.