MDC and Stagwell will finally tie the knot

The long-awaited merger between MDC Partners and Stagwell has finally been approved following a special shareholders meeting held today. The combined company will be renamed Stagwell and will be traded on the NASDAQ stock exchange. According to the Ad Age Datacenter's Agency Report 2021, MDC Partners had 2020 worldwide revenue of $1.2 billion; The Stagwell Group had worldwide revenue of $888 million. The combined company would have notched 2020 worldwide revenue of $2.1 billion, which means that even combined with Stagwell, MDC maintains its 14th place ranking, just behind Cheil. The company currently anticipates that the transaction will be completed on or around August 2 this year. Stagwell and MDC first announced the merger last December in a deal negotiated with the MDC board’s special committee. However, the meeting, which was initially scheduled for July 22, was changed after the holding companies restructured the terms of the deal following hesitance from some shareholders. The most boisterous opposition came in June from one of MDC’s largest shareholders, Indaba Capital Management. Buy your ticket for the Ad Age Small Agency virtual conference Aug. 2-4 at AdAge.com/saca2021. “We are not able to sit by as Stagwell tries to secure what we view as a sweetheart transaction that deprives us and other MDC shareholders of significant value,” Derek Schrier, Indaba’s managing partner, said in the letter to Mark Penn, CEO of MDC Partners. “Given your apparent influence over various aspects of the proposed combination of MDC and Stagwell, we want to clearly lay out our concerns for you. Unlike MDC’s [board] special committee, you seem to have the ability to address our reservations if Stagwell truly wants to combine with MDC on fair and reasonable terms.” Stagwell, MDC’s largest shareholder, issued its own statement to Ad Age challenging Indaba’s assertions. “Indaba continues to demonstrate a lack of analytical rigor, an understanding of the process, or frankly the business combination and its financial and strategic benefits,” Stagwell Partner Jay Leveton said in the statement. “The trading price of MDC’s debt and stock are up significantly because of this transaction." Under the latest terms of the merger, Stagwell will receive 180 million MDC shares, “a reduction of approximately 36 million common shares from the 216.25 million common shares” mentioned in the original December agreement, according to a statement by MDC Partners. As a result, the existing MDC shareholders (including Stagwell) will now own approximately 31% of the common equity of the combined company. During an MDC earnings call in March, Penn stated the merger is the centerpiece of the company’s plan to become a top 10 marketing services company with state-of-the-art capabilities in digital and data. A full tally of the votes for the six proposals included in the meeting will be filed with the Securities and Exchange Commission, no later than four business days from now, Penn said in the meeting. He concluded the meeting with the following statement: “Let me thank everyone involved, let me thank the shareholders for giving the go-ahead and approval,” Penn said. “[Thank you] for giving MDC a fresh start a new opportunity, combined with Stagwell for growth, a better balance sheet, better scale, and an opportunity to have an incredible mix of creativity and digital service that I think will win in the marketplace.” Buy your ticket for the Ad Age Small Agency virtual conference Aug. 2-4 at AdAge.com/saca2021.

MDC and Stagwell will finally tie the knot

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