NEW YORK, June 14, 2021 / PRNewswire / – (NASDAQ: MDCA) – MDC Partners Inc. ("MDC" or the "Company") announced today that there is a revised offer from Stagwell Media LP ("Stagwell") for the business combination between the Company and Stagwell (the "Transaction"). The MDC Special Committee is evaluating Stagwell's revised proposal to reduce the share consideration Stagwell would receive under the transaction to 185 million common shares, a reduction of approximately 31 million common shares from the 216.25 million common shares held at the Transaction agreed were concluded on the agreement December 21, 2020 (the "Transaction Agreement").
The result of this proposed change in share consideration is that existing MDC common stockholders (including Stagwell) would own approximately 30% of the combined company's common stock on a pro forma basis.
The MDC Special Committee commented on the revised offer as follows:
"We continue to support the MDC and Stagwell merger, which will provide MDC with the opportunity to work with a leading digital and technology-driven marketing company to create profitable growth opportunities and a better business. The Special Committee is encouraged by Stagwell's attention to the views of certain MDC Shareholders, and welcomes Stagwell's willingness to consider this feedback in a meaningful manner. The Select Committee and its advisors will quickly review and evaluate Stagwell's proposal in order to provide a recommendation on to MDC Shareholders as soon as possible the revised offer. "
Stagwell's revised proposal also included that Stagwell and Goldman Sachs & Co. LLC (together with their affiliates) would forego growth in the combined company for a period of one year after the closing of the transaction under the terms of their respective preferred shares, and the Stagwell Net Debt Cap (as defined in the Transaction Agreement) would be around. elevated $ 25 million, of $ 260 million to $ 285 million. There can be no assurance that Stagwell's revised offering will result in further changes to the Transaction Agreement or that the transaction will be completed on the terms set forth in Stagwell's revised offering.
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. Leveraging technology, data analytics, insights, and strategic consulting solutions, MDC Partners drives creative excellence, business growth, and measurable returns on marketing investments for over 1,700 clients 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") 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 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 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 as to 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 that MDC or New MDC may file with the SEC 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 observe 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 on the identity of these prospective participants and any direct or indirect interests they may have in the transaction, 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 proxies in relation to the Special Meeting is provided 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.
SOURCE MDC Partners Inc.