Filed by MDC Partners Inc.
pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: MDC Partners, Inc.
Commission File No.: 001-13718
Date: December 22, 2020
In connection with MDC Partners Inc.’s (“MDC”) proposed business combination with Stagwell Media LP, a video with the following transcript was featured in certain materials distributed by MDC on December 21, 2020.
SCRIPT
KEY –
Black Text = Script
Orange Text = Super-imposed text
“With the combination of the award-winning talent of MDC and the advanced technology platform of Stagwell, we become the transformative company that modern marketers need.”
Mark Penn, Chairman and CEO, MDC Partners
President and Managing Partner, The Stagwell Group
Chairman, The Harris Poll
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MDC+Stagwell
A combination that brings talent and technology together
To bring you the next big thing in marketing.
It’s a story as old as time….
Legacy Holding Companies grew too big and fell behind the times.
*Animated Timeline*
Newspapers - 1704
Radio - 1922
Television - 1941
Holding Companies - 1961
The Web - 1994
Today
*Animated Headlines*
Consulting firms lack essential creative talent.
*Animated Headlines*
But now MDC and Stagwell get it just right. *Animated Map + Stats*
8600 people
Across 23 Countries
70+ Agencies
Uniting Talent with Technology
To deliver true business value with speed and unparalleled agility
Delivering the right message to the right audience at the right time via our:
1. | Second to None Creativity & Communications |
2. | Precision Media and Data Capabilities |
Supers:
$4.4 Billion invested in media
#1 Largest Media Buy in 2020
Ad Age Media Agency of the Year 2018
Forrester media agency wave leader 2019
Adweek media plan of the year 2019, 2020 - (https://www.mediaplanoftheyear.com/)
Global Media Footprint 1,750 People Globally
3. | Rigorous Consumer Insights and Strategy |
*Animated Headlines*
*Animated Data*
- | Business meets the moment September 2020 |
- | Global Corporate Reputation Rising September 2020 |
4. | Results-driven technology & digital transformation |
One company with Everything a Modern Marketer Needs
[summary of the 4 layers – not duplicate]
1. | Second-to-None Creativity & Communications |
2. | Precision Media and Data Capabilities |
3. | Rigorous Consumer Insights and Strategy |
4. | Results-driven Technology and Digital Transformation |
- | One Integrated Solution |
And deliver innovative, SaaS-based digital marketing products.
Together we have the talent and the technology to transform marketing
Agency of the Decade
2020 Cannes Lions Agency of the Decade
4As 2019 MAIP Agency of the Year
2018, 2019, 2020 Fast Company World’s Most Innovative Companies
2019 Ad Age A-List X4
2018 Ad Age Media Agency of the Year
2020 Health Care Agency of the Year
Agency Grand Effie Winners
3X Cannes Lions Titanium Grand Prix Winners
3% Movement First Global Agency Certified
2019 Ad Age Small Agency of the Year
PR Agency of the Year
5X Healthcare Agency of the Year
2018 Epica Grand Prix and Agency of the Year
2017 Ad Age Agency of the Year
Corporate/B2B Agency of the Year
Digital Agency of the Year
Emmys, Effies, Clio, Cannes: 19, 129, 333, 396
Drive real client value
On a path to unlimited growth.
MDC and Stagwell: Transforming Marketing
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 U.S. Securities Act of 1933, as amended 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 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 business combination with subsidiaries of Stagwell (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 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 Proxy/Prospectus, and under the caption “Risk Factors” in MDC’s Annual Report on Form 10-K for the year-ended December 31, 2019 under Item 1A, in MDC’s Quarterly Report on Form 10-Q for the three-months ended March 31, 2020 under Item 1A, in MDC’s Quarterly Report on Form 10-Q for the six-months ended June 30, 2020 under Item 1A and in MDC’s Quarterly Report on Form 10-Q for the nine-months ended September 30, 2020. 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. 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.
Additional Information and Where to Find It
In connection with the Proposed Transaction, MDC and New MDC will file with the SEC a registration statement on Form S-4 (the “Form S-4”) that will include a proxy statement of MDC (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 Proposed 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 Proposed Transaction.
INVESTORS AND SECURITYHOLDERS OF MDC ARE URGED TO READ CAREFULLY THE PROXY STATEMENT/PROSPECTUS, ONCE AVAILABLE, REGARDING THE PROPOSED TRANSACTION IN ITS/THEIR ENTIRETY WHEN THEY BECOME AVAILABLE (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) OR ANY DOCUMENTS WHICH ARE INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain, free of charge, copies of the Proxy Statement/Prospectus, when available, 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 will be 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.
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 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.
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, will be set forth in the Proxy Statement/Prospectus when 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 will be included in the Proxy Statement/Prospectus to be 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.