Shareholders vote to approve the proposed business combination with Stagwell
Resolution Approval positions MDC as a leader in some of the fastest growing segments of the digital marketing and advertising sector
Upon completion, the newly merged company will be renamed Stagwell Inc.
NEW YORK, July 26, 2021 / PRNewswire / – (NASDAQ: MDCA) – MDC Partners Inc. ("MDC Partners", "MDC" or the "Company") announced today that MDC shareholders are in favor of approving the previously announced business combination (the "Transaction ") of MDC with certain subsidiaries of Stagwell Media LP (" Stagwell ") during a special meeting of shareholders held earlier today. Upon completion of the transaction, the merged company will be renamed Stagwell Inc and traded on the NASDAQ Stock Exchange. The company currently anticipates that the transaction will take place on or at August 2, 2021. The final voting results will be filed with the Securities and Exchange Commission on Form 8-K.
Mark Penn, Chairman and CEO of MDC Partners and Managing Partner of the Stagwell Group, said: "On behalf of our board of directors and management team, I would like to thank our shareholders for agreeing to merge with Stagwell and for making this a unique opportunity to develop a new marketing machine that can transform the industry and create enhanced opportunities for growth and value in the marketplace. The combined company's nearly 10,000 employees will combine the best creativity worldwide with new, connected experiences to serve our customers effectively. The long wait is over and we are ready to move forward together. "
Irwin D. Simon, Lead Independent Director and Chairman of the Special Committee of MDC Partners, commented, “We are pleased with the outcome of today's Special Meeting and would like to thank all MDC shareholders for their support in the merger with Stagwell. The recent constructive dialogue between all parties has helped us. ”Achieve a deal that is in the best interests of MDC shareholders and that positions the combined company well to generate growth and cash flow while creating value for all MDC shareholders. "
About MDC Partners Inc.
MDC Partners is one of the most influential marketing and communication networks in the world. Hailed as "The Place Where Great Talent Lives", MDC Partners is hailing its innovative advertising, PR, branding, digital, social and event marketing agencies for some of the most memorable and effective campaigns for the most respected in the world 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.
Cautionary Note Regarding Forward-Looking Statements
This release may contain certain forward-looking statements (collectively, "Forward-Looking Statements"). 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 Stagwell, MDC and the combined company; information about the transaction; the expected benefits of the transaction; the likelihood of closing r transaction; 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 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, 2021as added on July 12, 2021 and July 19, 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 Stagwell and MDC;
- 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.
SOURCE MDC Partners Inc.