MDC Partners Inc., today confirmed that its special committee of independent directors (the “Committee”) of the Board of Directors has reached a significant milestone in discussions with Stagwell Media LP (“Stagwell”) with respect to a potential business combination between the Company and Stagwell (the “Potential Transaction”).
“Our focus from the beginning of this process has been to represent the best interests of the Company and our shareholders,” said Irwin Simon, Chairman of the Committee and Lead Independent Director of the Company. “The special committee, working closely with its independent advisors, is pleased to confirm an agreement in principle on certain key aspects of the proposed transaction. Our intent is to diligently proceed towards an outcome that will maximize value to our shareholders.”
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Having reached an agreement in principle on certain aspects of the Potential Transaction, the Company expects to proceed with confirmatory due diligence and the negotiation of definitive documentation. The agreement in principle is non-binding and subject to several conditions, including obtaining relevant third-party consents to the Potential Transaction (in certain cases prior to entering into definitive documentation). No assurances can be given regarding the likelihood of obtaining such consents, reaching an agreement on definitive documentation, or of ultimately completing the Potential Transaction.
In addition, the Company intends to withdraw its registration statement and preliminary proxy statement/prospectus, filed on August 31, 2020, pursuant to which the Company proposed to change its jurisdiction of incorporation from the federal jurisdiction of Canada to the State of Delaware (the “U.S. Domestication”). The Company instead expects the U.S. Domestication to be considered in conjunction with the Potential Transaction.
Certain statements in this announcement, including statements regarding a Potential Transaction, are “forward-looking statements” that are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the impact of the announcement of the formation of the special committee and review of a Potential Transaction on the Company’s business, whether any Potential Transaction will occur, and/or the ability to implement any Potential Transaction or other 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 U.S. Securities and Exchange Commission