TORONTO, Ontario (March 4, 2002) – MDC Corporation Inc. of Toronto (TSE: MDZ.A; NASDAQ: MDCA) and Davis + Henderson Income Fund (TSE: DHF.UN) announced today that they have entered into an underwriting agreement relating to a public offering of 18,965,792 units of the Fund priced at $10.50 per unit for gross proceeds of approximately $200 million. As part of this transaction, MDC has also entered into an agreement with the Fund to transfer to the Fund MDC’s remaining 50.1% interest in Davis + Henderson, Limited Partnership. As a result of this transaction, MDC will receive gross proceeds of approximately $200 million (before commissions and expenses).
The Fund is filing a preliminary prospectus with the securities regulatory authorities in each of the provinces of Canada in connection with the proposed public offering. Net proceeds of the offering will be used by the Fund in connection with the acquisition from MDC of MDC’s remaining interest in Davis + Henderson, Limited Partnership. The offering is being underwritten by a syndicate led by CIBC World Markets Inc. and Scotia Capital Inc., which includes BMO Nesbitt Burns Inc., Merrill Lynch Canada Inc., RBC Dominion Securities Inc., TD Securities Inc. and Griffiths McBurney & Partners. Copies of the preliminary prospectus are available from CIBC World Markets Inc. and Scotia Capital Inc.
Miles S. Nadal, Chairman and Chief Executive Officer of MDC, said “We are very pleased to have crystallized significant value for the shareholders of MDC through this and the previous transaction of taking the Davis + Henderson Income Fund public. Davis + Henderson is an outstanding organization and we have every confidence in their future prospects.”
Jamie Johnson, President and Chief Operating Officer of MDC, added “While Davis + Henderson has been an outstanding investment, we have taken this opportunity to redeploy capital and deleverage MDC’s business in accordance with our previously announced strategic plan. This transaction will significantly enhance MDC’s liquidity and balance sheet strength.
As part of the closing of this offering, and together with amounts received in connection with the initial public offering of the Fund, MDC will have realized gross proceeds of approximately $470 million (before commissions and expenses). Following the offering, MDC will no longer have a continuing interest in Davis + Henderson, Limited Partnership. On closing, MDC’s nominees to the board of directors of Davis + Henderson G.P. Inc., and the chairman of the board, will resign and Paul Damp will become the chairman of the board.
Proceeds received by MDC from this offering will be used for the repayment of indebtedness and general corporate purposes.
Subsequent to this transaction, MDC’s business services operations will include outsourced business services to financial institutions and Maxxcom, Canada’s leading marketing and communications services organization.
The principal driver of MDC’s remaining services to financial institutions is Custom Checks, whose personalized transaction products activities include personal and business cheques in the growing direct-to-consumer cheque business in the United States.
“We continue to focus on our core businesses and remain committed to the divestiture of our remaining non-core assets, which should be completed over the next 12 months,” said Miles S. Nadal.
About Davis + Henderson
Davis + Henderson and its predecessors have been serving Canadian financial institutions and their account holders since 1875. Through an integrated service offering, Davis + Henderson has become the market leading company in Canada assisting financial institutions with the operation of their cheque supply programs.
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 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 shares are traded on the Toronto Stock Exchange under the symbol MDZ.A and on NASDAQ National Market under the symbol MDCA.
Maxxcom is the largest full-service marketing communications organization based in Canada. Its entrepreneurial partner firms provide a comprehensive range of communications services to clients in North America, the United Kingdom and Europe. Services include advertising, direct marketing, database management, sales promotion, public relations, investor relations, market research, corporate identity and branding and interactive marketing.
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