NEW YORK, Aug. 31, 2020 /PRNewswire/ -- MDC Partners
Inc. (the "Company") (NASDAQ: MDCA) today announced it has
filed a registration statement, including a management proxy
circular, with the Securities and Exchange Commission ("SEC")
pursuant to which the Company proposes to change its jurisdiction
of incorporation from the federal jurisdiction of Canada to the State
of Delaware (the "U.S. Domestication") pursuant to a
"continuance" effected in accordance with Section 188 of the Canada
Business Corporations Act and a concurrent "domestication" effected
in accordance with Section 388 of the General Corporation Law of
the State of Delaware.
Following SEC clearance of the Company's registration statement,
the Company will hold a special meeting of shareholders to seek
shareholder approval for the U.S. Domestication. Details of the
Company's special meeting of shareholders will be announced at a
later date.
The Company believes that the U.S. Domestication will better
reflect the Company's U.S.-focused business and operations.
Frank Lanuto, Chief Financial
Officer, stated, "Becoming a U.S.-domiciled company is part of our
overall plan to reduce organizational complexity and duplicative
administrative costs. We believe this will make investing in
our securities more desirable, including for investors limited to
securities of U.S.-domiciled companies, as well as better align us
with our U.S. peers."
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain certain forward-looking
statements (collectively, "forward-looking statements") within the
meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the U.S. Exchange Act and the United States
Private Securities Litigation Reform Act of 1995, as amended, and
"forward-looking information" under applicable Canadian securities
laws. Statements in this document that are not historical facts,
including statements about the Company'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
Company's business and operations; the Company's potential
combination with a subsidiary of The Stagwell Group; information
concerning the Company's domestication to Delaware (the "U.S. Domestication"); the
anticipated benefits of the U.S. Domestication; the likelihood of
the U.S. Domestication being completed; the anticipated outcomes of
the U.S. Domestication; the tax impact of the U.S. Domestication on
the Company and the shareholders of the Company; the timing of the
special meeting to approve the U.S. Domestication; the shareholder
approvals required to effect the U.S. Domestication and regulatory
and stock exchange approval of the U.S. Domestication; the
anticipated effective date of the U.S. Domestication; and the
timing of the implementation of the U.S. Domestication.
These forward-looking statements are subject to various risks
and uncertainties, many of which are outside the Company'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/Prospectus, and under the caption "Risk Factors" in
the Company's Annual Report on Form 10-K for the year-ended
December 31, 2019 under Item 1A and
in the Company's Quarterly Report on Form 10-Q for the six-months
ended June 30, 2020 under Item 1A.
These and other risk factors include, but are not limited to, the
following:
- an inability to realize expected benefits of the U.S.
Domestication or the occurrence of difficulties in connection with
the U.S. Domestication;
- adverse tax consequences in connection with the U.S.
Domestication for the Company, its operations and its shareholders,
that may differ from the Company's expectations, including that
future changes in tax law, potential increases to corporate tax
rates in the United States and
disagreements with the tax authorities on the Company'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 U.S.
Domestication;
- the impact of uncertainty associated with the U.S.
Domestication on the Company's business;
- direct or indirect costs associated with the U.S.
Domestication, which could be greater than expected;
- the risk that a condition to completion of the U.S.
Domestication may not be satisfied; and
- the risk of parties challenging the U.S. Domestication or the
impact of the U.S. Domestication on the Company Debt.
You can obtain copies of the Company'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. The
Company 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.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company filed
with the SEC a registration statement on Form S-4 that includes a
proxy statement of the Company (the "Proxy Statement" and, together
with the Form S-4, the "Proxy Statement/Prospectus"). The
Company plans to 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 THE COMPANY 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 U.S. DOMESTICATION. You
may obtain, free of charge, copies of the Proxy
Statement/Prospectus and other relevant documents filed by the
Company with the SEC, at the SEC's website at www.sec.gov. In
addition, investors and securityholders may obtain free copies of
the Proxy Statement/Prospectus and other relevant documents filed
by the Company with the SEC from the Company's website at
www.mdc-partners.com.
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 the Company 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 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.
The Proxy Statement/Prospectus was not filed by the Company with
any securities regulatory authority in Canada and no such securities regulatory
authority has either approved or disapproved the contents of the
Proxy Statement/Prospectus or this news release.
Participants in the Solicitation
The Company 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 the
Company'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 the Company's directors and executive officers is set
forth in the definitive proxy statement on Schedule 14A filed by
the Company with the SEC on May 26,
2020 and in the Annual Report on Form 10-K filed by the
Company 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 the Company free of charge from the SEC's website
at www.sec.gov and from the Company's website at
www.mdc-partners.com.
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 and follow us on Twitter
at twitter.com/mdcpartners.
Filed by MDC Partners Inc.
Pursuant to Rule 425
under the Securities Act of 1933
and deemed filed
pursuant to Rule 14a-12
under the Securities Exchange Act
of 1934
Subject Company: MDC Partners Inc.
Commission File No. for Registration Statement
on
Form S-4 filed by MDC Partners Inc.: 333-248499
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SOURCE MDC Partners Inc.