Shareholders Vote to Approve Proposed Business Combination
with Stagwell
Resolution Approval Positions MDC to Become a Leader in Some
of the Fastest-Growing Segments of the Digital Marketing and
Advertising Sector
Following Close, Newly Combined 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 voted to approve
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.
Following the close of the Transaction, the combined company will
be renamed Stagwell Inc, and will be traded on the NASDAQ Stock
Exchange. The Company currently anticipates that the Transaction
will be completed on or around August 2,
2021. The final vote results will be filed on a Form 8-K
with the Securities and Exchange Commission.
Mark Penn, Chairman and CEO of
MDC Partners and Managing Partner of the Stagwell Group said, "On
behalf of our Board and management team, I would like to thank our
shareholders for their approval of the combination with Stagwell
and for recognizing this was a unique opportunity to create 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 bring together the
best in creativity globally with new, connected experiences to
serve our clients effectively. The long wait is over, and we are
ready to move forward together."
Irwin D. Simon, Lead Independent
Director & Chair of the MDC Partners Special Committee
commented, "We are pleased with the outcome of today's Special
Meeting and want to thank all MDC shareholders for their support of
the combination with Stagwell. The recent constructive dialogue
amongst all parties helped us reach a deal that is in the best
interests of MDC shareholders and leaves the combined company well
positioned to create growth and cash flow, while generating value
for all MDC shareholders."
About MDC Partners Inc.
MDC Partners is one of the most influential marketing and
communications networks in the world. As "The Place Where Great
Talent Lives," MDC Partners is celebrated for its innovative
advertising, public relations, branding, digital, social and event
marketing agency partners, which are responsible for some of the
most memorable and effective campaigns for the world's most
respected brands. By leveraging technology, data analytics,
insights and strategic consulting solutions, MDC Partners drives
creative excellence, business growth and measurable return on
marketing investment for over 1,700 clients worldwide. For more
information about MDC Partners and its partner firms, visit our
website at mdc-partners.com, sign up for investor-related
updates and alerts, and follow us on LinkedIn.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain certain forward-looking
statements (collectively, "forward-looking statements"). Statements
in this document that are not historical facts, including
statements about MDC's or Stagwell's beliefs and expectations and
recent business and economic trends, constitute forward-looking
statements. Words such as "estimate," "project," "target,"
"predict," "believe," "expect," "anticipate," "potential,"
"create," "intend," "could," "should," "would," "may," "foresee,"
"plan," "will," "guidance," "look," "outlook," "future," "assume,"
"forecast," "focus," "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 Stagwell, MDC and the
combined company; information concerning the Transaction; the
anticipated benefits of the Transaction; the likelihood of the
Transaction being completed; the anticipated outcome of the
Transaction; the tax impact of the Transaction on MDC and
shareholders of MDC; the timing of the shareholder meeting to
approve the Transaction (the "Special Meeting"); the shareholder
approvals required for the Transaction; regulatory and stock
exchange approval of the Transaction; and the timing of the
implementation of the 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
registration statement on Form S-4 filed on February 8, 2021, and as amended on March 29, 2021, April 21,
2021 and April 30, 2021 (the
"Form S-4"), under the section entitled "Risk Factors" in the proxy
statement/prospectus on Form 424B3 filed on May 10, 2021, as supplemented on July 12, 2021 and July 19,
2021 (together with the Form S-4, the "Proxy
Statement/Prospectus"), under the caption "Risk Factors" in MDC's
Annual Report on Form 10-K for the year-ended December 31, 2020 under Item 1A and under the
caption "Risk Factors" in MDC's Quarterly Report on Form 10-Q for
the quarter-ended March 31, 2021
under Item 1A. These and other risk factors include, but are not
limited to, the following:
- an inability to realize expected benefits of the Transaction or
the occurrence of difficulties in connection with the
Transaction;
- adverse tax consequences in connection with the 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 the United States 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
Transaction;
- the impact of uncertainty associated with the Transaction on
Stagwell's and MDC's respective businesses;
- direct or indirect costs associated with the Transaction, which
could be greater than expected;
- the risk that a condition to completion of the Transaction may
not be satisfied and the Transaction may not be completed; and
- the risk of parties challenging the Transaction or the impact
of the 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.
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SOURCE MDC Partners Inc.