TORONTO, Ontario (March 8, 2002) -MDC Corporation Inc. of Toronto today announced that it has commenced a tender offer and consent solicitation with respect to its outstanding 10 1/2% Senior Subordinated Notes due December 1, 2006 (the “Notes”). MDC is offering to purchase outstanding Notes for an aggregate purchase price of up to US$100 million. The purchase price for each US$1,000 principal amount of Notes shall be a minimum of US$800 and a maximum of US$820 (plus accrued and unpaid interest to, but excluding the date of payment), with the exact price being determined pursuant to the “Modified Dutch Auction” procedure. The tender offer will expire at 12:00 midnight, New York City time, on April 4, 2002, unless extended.
Under the “Modified Dutch Auction” procedure, holders of Notes will tender Notes at a price within the proposed range. MDC will accept tenders in the order of lowest to highest tender prices within the range and will select the single lowest price that will enable it to purchase the maximum aggregate principal amount of Notes that may be purchased for US$100 million (such price, the “Purchase Price”). MDC will pay the Purchase Price to all holders whose tenders are accepted. If the aggregate purchase price of Notes tendered at or below the Purchase Price is less than US$100 million, MDC will purchase all of the Notes tendered at a price equal to the highest price tendered. If the aggregate purchase price of Notes tendered at or below the Purchase Price exceeds US$100 million, MDC will purchase, first Notes tendered at a price below the Purchase Price and, thereafter all Notes tendered at the Purchase Price on a pro rata basis.
On March 4, 2002, MDC entered into an agreement with Davis + Henderson Income Fund to sell its remaining 50.01% interest in Davis + Henderson, Limited Partnership, its Canadian check division, for net proceeds of approximately CDN $185 million. MDC intends to use US$100 million of such net proceeds to consummate the tender offer for its Notes.
MDC is also soliciting consents to certain proposed amendments to the indenture under which the Notes were issued. The amendments would, among other things, permit MDC to conduct the tender offer. MDC is offering to pay a consent fee of US$2.50 per US$1,000 principal amount of Notes to holders who deliver consents at or prior to 12:00 midnight, New York City time, on March 20, 2002. Receipt of consents from holders of a majority in principal amount of the outstanding Notes is required to approve the amendments.
A holder who tenders Notes will, by validly tendering such Notes, be deemed to have delivered its Consent to the Amendment with respect to such Notes. However, a holder may deliver a Consent without tendering Notes (and may tender Notes at a later time up to the Offer Expiration Date). The tender offer is conditioned upon, among other things, the receipt of the requisite consents necessary to adopt the proposed amendments.
Tendered Notes may be withdrawn at any time at or prior to the expiration of the tender offer. Consents may be revoked only prior to the earlier of the time that requisite consents necessary to adopt the proposed amendments have been received and evidence thereof has been delivered to the trustee under the Notes indenture, and the expiration of the tender offer.
Goldman, Sachs & Co. will act as Dealer Managers for the offer and as Solicitation Agents for the Consent Solicitation. The Depositary and Information Agent is Mellon Investor Services LLC.
On Monday, March 11th, MDC will conduct a conference call with media and the investment community to further detail the sale of its remaining interest in Davis + Henderson, Limited Partnership and the offer to purchase Notes. The conference call will begin at 4:00 p.m. EST and will be accessible by dialing 416-640-4127, and the Toll Free Dial-In number is: 1-888-881-4892. Please ask the operator for the “MDC Conference with Miles S. Nadal”. To ensure proper connection, it is advised to call ten minutes prior to start time. A recording of the conference call will be available until March 18th, by dialing 416-640-1917 or 1-877-289-8525 (Code #177312), or by visiting our Web site at www.mdccorp.com.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities, with respect to any Notes. The tender offer may only be made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement dated March 7, 2002 and the related Consent and Letter of Transmittal. Persons with questions regarding the offer should contact the Information Agent at (866) 825-8876 or the Dealer Managers at (212) 902-0391.
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 and Secure Ticketing Products, such as airline, transit and event tickets. Stamp; 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.
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Although MDC believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by MDC or any other person that the objectives and plans of MDC will be achieved.