TORONTO, Ontario (June 26, 2003) -MDC Corporation Inc. of Toronto (“MDC”) and Maxxcom Inc. (“Maxxcom”) today announced that they have entered into a definitive agreement under which MDC will acquire by way of plan of arrangement all of the issued and outstanding shares of Maxxcom not already owned by MDC in exchange for Class A subordinate voting shares of MDC (“MDC Class A Shares”). The Board of Directors of Maxxcom, based on a recommendation of its Independent Committee, has unanimously determined that the transaction is in the best interests of Maxxcom and is fair to shareholders of Maxxcom other than MDC (the “Maxxcom Minority Shareholders”), and recommends to Maxxcom shareholders that they vote in favour of the transaction.
Subsequent to the announcement by MDC and Maxxcom on June 5, 2003 of their agreement in principle respecting the proposed transaction, MDC and its advisors had discussions with certain investment managers administering funds holding Maxxcom Common Shares concerning the transaction. As a result of these discussions, MDC agreed with Maxxcom to increase the number of MDC Class A Shares to be offered to Maxxcom Minority Shareholders on the basis set out below.
Pursuant to the revised terms of the arrangement, Maxxcom Minority Shareholders will receive a number of MDC Class A Shares based on the “MDC Share Value”, being the volume weighted average trading price of the outstanding MDC Class A Shares on the Toronto Stock Exchange for the 20 trading day period ending on the second trading day preceding the date of the meeting of Maxxcom shareholders to be held to consider the transaction, calculated as follows:
· if the MDC Share Value is greater than $9.71, Maxxcom shareholders will receive 1 MDC Class A Share for every 5.25 Maxxcom shares they own;
· if the MDC Share Value is equal to or greater than $9.25 and equal to or less than $9.71, Maxxcom shareholders will receive a number of MDC Class A Shares equal to $1.85 divided by the MDC Share Value for every Maxxcom share they own; and
· if the MDC Share Value is less than $9.25, Maxxcom shareholders will receive 1 MDC Class A Share for every 5 Maxxcom shares they own.
The Maxxcom Independent Committee was formed to review and assess the plan of arrangement and make a recommendation to the Board of Directors of Maxxcom as to whether the transaction should be recommended to Maxxcom Minority Shareholders. The Independent Committee retained BMO Nesbitt Burns Inc. to provide Maxxcom with a valuation of the Maxxcom Common Shares and a fairness opinion. BMO Nesbitt Burns Inc. determined that, as of June 4, 2003, the value of the Maxxcom Common Shares was within a range of $1.60 to $2.10 per share. BMO Nesbitt Burns has also advised that, in its opinion, as of June 4, 2003, the consideration offered under the arrangement is fair, from a financial point of view, to the Maxxcom Minority Shareholders.
At $1.85 per share, the mid-point of BMO Nesbitt Burns’ valuation range, the proposed transaction represents a premium of 41% to the volume weighted average trading price of the common shares of Maxxcom on the Toronto Stock Exchange of $1.31 for the period of 20 trading days prior to the announcement of the proposed transaction on June 5, 2003.
The transaction will be implemented pursuant to a plan of arrangement under the Business Corporations Act (Ontario), and will require the approval of the Ontario Superior Court of Justice and applicable regulatory authorities. A meeting of Maxxcom shareholders to consider, among other matters, the plan of arrangement has been called for July 30, 2003. A management information circular describing the terms of the plan of arrangement and setting out the recommendation and reasons of the Board of Directors of Maxxcom will be mailed to Maxxcom shareholders by no later than July 9, 2003. The closing of the transaction will occur as soon as practicable following receipt of Maxxcom shareholder and other required approvals, expected to be on or about July 31, 2003.
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 three primary areas: 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 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, MDC’s financial performance; 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, 2002 and subsequent SEC filings.