Stagwell Media LP (“Stagwell” or the “Company”), which on
December 21, 2020 entered into a definitive transaction agreement
to combine its businesses (the “Proposed Transaction”) with MDC
Partners, Inc. (“MDC”) (Nasdaq: MDCA), announced today that it will
host a live webcast to discuss its fourth quarter and full year
2020 results on Tuesday, March 9, 2020 at 8:30 am ET. Stagwell
President and Managing Partner and MDC Chairman and CEO, Mark Penn,
Stagwell Partner, Jay Leveton, and Chief Financial Officer, Ryan
Greene, will participate in the live webcast. The Company is
expected to issue an earnings release and investor presentation on
its website prior to the webcast.
Registration for the webcast can be completed by visiting the
following website:
https://kvgo.com/openexc/the-stagwell-group-earnings-call-march-2021.
A live webcast will be available online at www.stagwellgroup.com.
During the live webcast, investors will be able to submit questions
via chat for the live Q&A session. Investors who would like to
submit questions in advance of the call should submit them at
IR@stagwellgroup.com for inclusion on the webcast.
A replay of the call will be available via webcast for on-demand
listening shortly after the completion of the call, at the same web
link, and will remain available for approximately 90 days.
The Proposed Transaction will unite the award-winning talent of
MDC with the advanced technology platform of Stagwell to create the
transformative marketing company today’s marketplace demands. The
Proposed Transaction is expected to close in the first half of
calendar year 2021, subject to receipt of applicable approvals.
###
About Stagwell Group
The Stagwell Group is the first and only independent,
digital-first, and fully-integrated organization of size &
scale servicing brands across the continuum of marketing services.
Collaborative by design, Stagwell is not weighed down by legacy
points of view and its people are united in their desire to
innovate, evolve, grow and deliver superior results for their
clients. Stagwell’s high growth brands include experts in four
categories: digital transformation and marketing, research and
insights, marketing communications, and content and media. The
address of Stagwell is 1808 Eye Street, Floor 6, Washington, D.C.,
20006. As of the date hereof, Stagwell and its affiliates
beneficially own 50,000 series 6 preference shares (representing
100% of the outstanding Series 6 preference shares) and 14,425,714
Class A shares (representing 19.8% of the outstanding Class A
shares) of MDC. A copy of the early warning report to be filed by
Stagwell in connection with this press release may be obtained from
Beth Lester Sidhu (917-765-2638).
About MDC Partners Inc.
MDC is one of the most influential marketing and communications
networks in the world. As “The Place Where Great Talent Lives,” MDC
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 drives creative excellence, business growth and
measurable return on marketing investment for over 1,700 clients
worldwide. For more information about MDC and its partner firms,
visit MDC’s website at www.mdc-partners.com and follow MDC on
Twitter at http://www.twitter.com/mdcpartners.
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 MDC, Stagwell and the
combined company; information concerning the Proposed Transaction;
the anticipated benefits of the Proposed Transaction; the
likelihood of the Proposed Transaction being completed; the
anticipated outcome of the Proposed Transaction; the tax impact of
the Proposed Transaction on MDC and shareholders of MDC; the timing
of the shareholder meeting to approve the Proposed Transaction (the
“Special Meeting”); the shareholder approvals required for the
Proposed Transaction; regulatory and stock exchange 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 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 Stagwell’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 Proxy
Statement/Prospectus. These and other risk factors include, but are
not limited to, the following:
- an inability to realize expected benefits of the Proposed
Transaction or the occurrence of difficulties in connection with
the Proposed Transaction;
- adverse tax consequences in connection with the Proposed
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 Proposed
Transaction;
- the impact of uncertainty associated with the Proposed
Transaction on MDC’s and Stagwell’s respective businesses;
- direct or indirect costs associated with the Proposed
Transaction, which could be greater than expected;
- the risk that a condition to completion of the Proposed
Transaction may not be satisfied and the Proposed Transaction may
not be completed; and
- the risk of parties challenging the Proposed Transaction or the
impact of the Proposed 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. Stagwell 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.
No Offer or Solicitation
This communication does not constitute an offer to buy or
exchange, or the solicitation of an offer to sell or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is not
a substitute for any prospectus, proxy statement or any other
document that MDC or a newly-formed company (“New MDC”) may file
with the SEC in connection with the Proposed Transaction. No money,
securities or other consideration is being solicited, and, if sent
in response to the information contained herein, will not be
accepted.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of
1933, as amended. The Proposed Transaction and distribution of this
document may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction. No offering of securities will be made directly or
indirectly, in or into any jurisdiction where to do so would be
inconsistent with the laws of such jurisdiction.
Additional Information and Where to Find It
In connection with the Proposed Transaction, MDC and New MDC
filed with the SEC a registration statement on Form S-4 (the “Form
S-4”) that includes a proxy statement of MDC/prospectus (together
with the Form S-4, the “Proxy Statement/Prospectus”). This
communication is not a substitute for the Proxy
Statement/Prospectus or any other document MDC may file with the
SEC in connection with the Proposed Transaction. Once effective,
MDC will mail the Proxy Statement/Prospectus to its shareholders in
connection with the votes to approve certain matters in connection
with the Proposed Transaction.
INVESTORS AND SECURITYHOLDERS OF MDC ARE URGED TO READ CAREFULLY
THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION
IN ITS/THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) OR ANY DOCUMENTS WHICH ARE INCORPORATED BY REFERENCE IN
THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain, free of
charge, copies of the Proxy Statement/Prospectus and other relevant
documents filed by MDC or New MDC with the SEC, at the SEC’s
website at www.sec.gov. In addition, investors and securityholders
are able to obtain free copies of the Proxy Statement/Prospectus
and other relevant documents filed by MDC or New MDC with the SEC
and from MDC’s website at http://www.mdc-partners.com.
The URLs in this announcement are intended to be inactive
textual references only. They are not intended to be active
hyperlinks to websites. The information on such websites, even if
it might be accessible through a hyperlink resulting from the URLs
or referenced herein, is not and shall not be deemed to be
incorporated into this announcement. No assurance or representation
is given as to the suitability or reliability for any purpose
whatsoever of any information on such websites.
Participants in the Solicitation
MDC, New MDC and their respective directors and executive
officers and other members of management and employees, may be
deemed to be participants in the solicitation of proxies from MDC’s
shareholders with respect to the approvals required to complete the
Proposed Transaction. More detailed information regarding the
identity of these potential participants, and any direct or
indirect interests they may have in the Proposed Transaction, by
security holdings or otherwise, is set forth in the Proxy
Statement/Prospectus filed with the SEC. Information regarding
MDC’s directors and executive officers is set forth in the
definitive proxy statement on Schedule 14A filed by MDC with the
SEC on May 26, 2020 and in the Annual Report on Form 10-K filed by
MDC with the SEC on March 5, 2020. Additional information regarding
the interests of participants in the solicitation of proxies in
respect of the Special Meeting is included in the Proxy
Statement/Prospectus filed with the SEC. These documents are
available to the shareholders of MDC free of charge from the SEC’s
website at www.sec.gov and from MDC’s website at
www.mdc-partners.com.
You must not construe the contents of this document as legal,
tax, regulatory, financial, accounting or other advice, and you are
urged to consult with your own advisors with respect to legal, tax,
regulatory, financial, accounting and other consequences of the
Proposed Transaction, the suitability of the Proposed Transaction
for you and other relevant matters concerning the Proposed
Transaction.
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version on businesswire.com: https://www.businesswire.com/news/home/20210305005298/en/
Beth Sidhu beth@stagwellgroup.com 202-423-4414
MDC Partners (NASDAQ:MDCA)
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