As a Large MDC Shareholder, Mr. Samaha Will
Bring Strong Independent Perspective to the Board of the Combined
Company
Madison Avenue Partners Strongly Supports the
Proposed Combination of MDC and Stagwell and Intends to Vote in
Favor of the Transaction
Stagwell Media LP (“Stagwell” or the “Company”) announced today
that it intends to recommend the appointment of Eli Samaha, Founder
and Managing Partner of Madison Avenue Partners, LP (“Madison”), to
the Board of MDC Partners, Inc. (“MDC”) (Nasdaq: MDCA) upon the
closing of the combination of MDC with Stagwell (the
“Transaction”). Madison is one of the largest shareholders of MDC
today and has expressed its support for the Transaction.
"Eli has impressed me with his insights into our business,
understanding of the digital marketing and advertising sectors as
well as his knowledge of corporate finance and capital allocation,”
said Mark Penn, Chairman and CEO of MDC Partners and Managing
Partner of the Stagwell Group. “He is an accomplished investor and
one of MDC’s largest shareholders. I am confident he will be a
differentiated voice in the board room and will add substantial
value to the combined company. We are pleased to have earned his
support for the transaction.”
Mr. Samaha commented, “As a long-term investor in MDC, I
appreciate the efforts of other shareholders to strongly advocate
for and to secure a superior outcome. I believe this transaction,
as currently structured, represents the best path forward. The
power and capabilities of the combined company substantially exceed
either on its own. I look forward to working with Mark and the team
as we set our sights on the goal of building the preeminent global
marketing and advertising company.”
Eli Samaha is the Founder and Managing Partner of Madison Avenue
Partners, LP, a value-focused investment manager whose partners
include leading university endowments, hospital systems, and
philanthropic foundations. Prior to founding Madison, Mr. Samaha
was a Partner at Newtyn Management and held roles at KPS Capital
Partners and GSC Group. He received a bachelor’s degree in
Mathematics from Dartmouth College.
About Stagwell Marketing Group
The Stagwell Marketing 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. Stagwell
is a private equity fund that owns all interests in Stagwell
Marketing Group LLC through a wholly owned holding company named
Stagwell Marketing Group Holdings LLC. Stagwell Marketing Group LLC
and its businesses are managed by The Stagwell Group, a registered
investment advisor. 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 18.7% of the
outstanding Class A subordinate voting shares) of MDC, collectively
representing 19.9% of the issued and outstanding Class A
subordinate voting shares of MDC, as calculated on an as-converted
basis. There will be no change in the beneficial ownership of
Stagwell and its affiliates of MDC securities following the
announcement of the foregoing.
A copy of the early warning report to be filed under Canadian
securities laws on www.sedar.com (“SEDAR”) by Stagwell in
connection with the matters described in this press release may be
obtained on Stagwell’s SEDAR profile or by contacting Stagwell at
the contact information set forth below.
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 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 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 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. 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 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 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 Transaction, MDC and New MDC have filed
with the SEC a registration statement on Form S-4 (the "Form S-4")
on February 8, 2021, as amended on March 29, 2021, April 22, 2021
and April 30, 2021, and a proxy statement/prospectus on Form 424B3
on May 10, 2021, as supplemented on July 12, 2021 (the "Proxy
Statement" and, 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 Transaction. When available,
MDC will mail the Proxy Statement/Prospectus to its shareholders in
connection with the votes to approve certain matters in connection
with the Transaction.
INVESTORS AND SECURITYHOLDERS OF MDC ARE URGED TO READ CAREFULLY
THE PROXY STATEMENT/PROSPECTUS REGARDING THE 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 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
Transaction. More detailed information regarding the identity of
these potential participants, and any direct or indirect interests
they may have in the 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 16, 2021, as
amended on April 27, 2021. 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
Transaction, the suitability of the Transaction for you and other
relevant matters concerning the Transaction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210715006141/en/
Beth Sidhu beth@stagwellgroup.com 202-423-4414
MDC Partners (NASDAQ:MDCA)
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MDC Partners (NASDAQ:MDCA)
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