How MDC shareholders voted for Stagwell merger

MDC Partners’ merger with The Stagwell Group sailed through with more than enough support from MDC shareholders, according to the final vote tally disclosed by MDC. The deal easily topped two voting thresholds. First, the deal needed a “for” vote from at least two-thirds of the total share votes cast. It ended up with 77.6% support of shares cast at the July 26 special meeting of shareholders, according to Ad Age Datacenter’s calculations based on the share vote disclosed in an MDC regulatory filing today. Second, the transaction needed support from at least a “majority of the minority” of votes cast—that is, a majority after factoring out votes cast by interested parties including Stagwell (MDC’s largest shareholder), Mark Penn and Bradley Gross. Penn is managing partner of Stagwell and chairman-CEO of MDC. Gross is an MDC director and an executive with Goldman Sachs, an MDC investor. The deal readily crossed that second threshold, capturing 70.7% of votes cast (excluding Stagwell, Penn and Gross). Indaba Capital Management, MDC’s biggest independent shareholder, waged a campaign against the proposed transaction, arguing that Stagwell’s sweetened offer to MDC shareholders was inadequate. Indaba earlier this month reiterated its opposition to the deal. In the end, 14.4 million shares—presumably including Indaba’s 9.4 million shares—voted against the merger. A representative for Indaba had not responded to a request for comment at the time this story was posted. In a July 26 press release announcing MDC shareholders' approval of the merger, Penn said: “On behalf of our board and management team, I would like to thank our shareholders for their approval of the combination with Stagwell and for recognizing this was a unique opportunity to create a new marketing machine that can transform the industry and create enhanced opportunities for growth and value in the marketplace. … The long wait is over, and we are ready to move forward together.” In that release, Irwin Simon, chair of the MDC board’s special committee, said: “We are pleased with the outcome of [the] special meeting and want to thank all MDC shareholders for their support of the combination with Stagwell. The recent constructive dialogue amongst all parties helped us reach a deal that is in the best interests of MDC shareholders and leaves the combined company well-positioned to create growth and cash flow while generating value for all MDC shareholders.” MDC expects to complete the merger “on or around” Monday, Aug. 2. As reported earlier, the combined company will be renamed Stagwell Inc.

How MDC shareholders voted for Stagwell merger

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