TORONTO, Ontario (June 5, 2003) -MDC Corporation Inc. of Toronto (“MDC”) and Maxxcom Inc. (“Maxxcom”) today announced that they have reached an agreement in principle under which MDC will acquire all of the outstanding common shares of Maxxcom not already owned by MDC in exchange for Class A subordinate voting shares of MDC. Currently, MDC owns approximately 36.1 million Maxxcom common shares or approximately 74% of the outstanding Maxxcom common shares. Maxxcom currently has approximately 49.1 million common shares outstanding, with minority shareholders owning approximately 13 million shares. The terms of the agreement in principle were negotiated between MDC and an Independent Committee of Maxxcom’s Board of Directors established to consider and respond to a proposal made by MDC to take Maxxcom private. The agreement in principle is subject to negotiation of a definitive agreement between MDC and Maxxcom.
Under the transaction, Maxxcom shareholders (other than MDC) will receive a number of Class A subordinate voting shares of MDC based on the “MDC Share Value”, being the volume weighted average trading price of the outstanding MDC Class A subordinate voting shares on the Toronto Stock Exchange for the 20 trading days ending on the trading day preceding the date of a special meeting of Maxxcom shareholders to be held to consider the transaction, as follows:
· if the MDC Share Value is above $10.18, Maxxcom shareholders will receive 1 MDC Class A subordinate voting share for every 5.5 Maxxcom shares they own
· if the MDC Share Value is at or above $9.25 up to and including $10.18, Maxxcom shareholders will receive a number of MDC Class A subordinate voting shares representing $1.85 for every Maxxcom share they own
· if the MDC Share Value is below $9.25, Maxxcom shareholders will receive 1 MDC Class A subordinate voting share for every 5 Maxxcom shares they own
At $1.85 per share, the transaction represents a premium of 41% to the volume weighted average trading price of the common shares of Maxxcom on the Toronto Stock Exchange for the 20 trading days ended June 4, 2003 of $1.31.
The transaction will proceed by way of a plan of arrangement that must be approved by court order and two-thirds of the votes cast at a special meeting of Maxxcom shareholders. Under applicable rules of the Ontario and Quebec securities commissions, the transaction must be also be approved by a majority of votes cast by Maxxcom shareholders, other than MDC and certain shareholders related to MDC. Completion of the transaction will be conditional upon, among other things, obtaining the requisite court, shareholder and regulatory approvals. Upon completion of the transaction, Maxxcom will become a wholly-owned subsidiary of MDC. There can be no assurance that the transaction will be completed.
“MDC’s future lies with marketing services. We are going back to our roots but as a much larger and stronger entity with excellent assets and a strong financial position. The marketing services sector is beginning to show signs of renewed activity and we are excited about the tremendous opportunities presenting themselves. With the closing of the initial public offering of the Custom Direct Income Fund, MDC now has the financial resources necessary to support a growth strategy designed to capitalize on the significant opportunities in marketing services through accelerated internal growth and selective acquisitions,” said Miles S. Nadal, Chairman, President and Chief Executive Officer of MDC. “Today Maxxcom is the eighteenth largest marketing services firm in the world. We believe the company, with the benefit of direct involvement from MDC, is uniquely positioned to achieve our goal of being a top 10 firm globally within the next five years,” added Nadal.
“We believe that this proposal represents a significant opportunity for Maxxcom shareholders who will continue to participate in Maxxcom through MDC. This transaction will allow Maxxcom’s management team to spend its time focussing on building the business and will free Maxxcom from the increasing costs of maintaining its public status. Maxxcom shareholders will also benefit from the increased liquidity of the MDC shares,” said Nadal.
The special meeting of Maxxcom shareholders will be held in Toronto, Ontario within 60 days. The transaction is expected to be completed no later than August 29, 2003. Further information concerning the transaction will be contained in the meeting materials to be mailed to Maxxcom shareholders.
About MDC Corporation Inc. (“MDC”)
MDC is a publicly traded international business services organization with operating units in Canada, the United States, United Kingdom and Australia. MDC provides marketing communication services, through Maxxcom, and offers security sensitive transaction products and services in four primary areas: personalized transaction products such as personal and business cheques; electronic transaction products such as credit, debit, telephone & smart cards; secure ticketing products, such as airline, transit and event tickets, and stamps, both postal and excise. MDC Class A subordinate voting shares are traded on the Toronto Stock Exchange under the symbol MDZ.A and on the NASDAQ National Market under the symbol MDCA.
About Maxxcom Inc. (“Maxxcom”)
Maxxcom, a subsidiary of MDC, is a multi-national business services company with operating units in Canada, the United States and the United Kingdom. Maxxcom is built around entrepreneurial partner firms that provide a comprehensive range of communications services to clients in North America and the United Kingdom. Services include advertising, direct marketing, database management, sales promotion, corporate communications, marketing research, corporate identity and branding, and interactive marketing. Maxxcom common shares are traded on the Toronto Stock Exchange under the symbol MXX.
This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties which may cause the actual results or objectives to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among other things, financial performance for MDC and Maxxcom; changes in the competitive environment; adverse changes in the economy; ability to maintain long-term relationships with customers; financing requirements and other factors set forth in the MDC’s Form 40-F for its fiscal year ended December 31, 2001 and subsequent SEC filings.