TORONTO, Ontario (May 15, 2003) -MDC Corporation Inc. of Toronto (TSX: MDZ.A; NASDAQ: MDCA) and Custom Direct Income Fund announced today that they have entered into:
· an agreement to transfer to the Fund, indirectly, an 80% interest in Custom Direct, Inc., the second largest participant in the direct-to-consumer segment of U.S. cheque industry, and
· an underwriting agreement relating to an initial public offering of units of the Fund expected to result in gross proceeds of $110 million (or $126.5 million assuming exercise of the underwriters’ over-allotment option for 1,650,000 units).
Custom Direct is also entering into arrangements which will provide it with a $58.7 million (US$42.5 million) credit facility of which $51.8 million (US$37.5 million) will be drawn on closing under the term loan portion of the facility and $6.9 million (US$5 million) will be a revolving facility that will be undrawn at closing.
The gross proceeds of the offering and the term loan portion of the credit facility (before commissions, fees and expenses) will total $161.8 million (or $178.3 million assuming exercise of the underwriters’ over-allotment option) and will be paid (net of commissions, fees and expenses) to MDC, directly and through a subsidiary, for the 80% interest in Custom Direct. The Fund is filing a final prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in connection with the offering. After the offering, prior to the exercise of the underwriters’ over-allotment option, MDC will own 29.6% of the Fund (or 4,613,804 units) and a 20% subordinated interest in the business (which it has agreed not to sell until after December 31, 2003) for a fully diluted interest in the Fund of 43.6%.
The offering is being underwritten by a syndicate led by CIBC World Markets Inc. and TD Securities Inc., which includes Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc. and Griffiths McBurney & Partners. Closing of the offering is expected to occur on May 29, 2003.
“We are pleased with the success of the offering, which has more than met our expectations. Our ability to crystalize significant value from this investment is consistent with our previously announced plan of selling our non-core businesses in order to repay our existing debt and increase our liquidity,” said Miles Nadal, Chairman and Chief Executive Officer of MDC.
“We are excited about our future prospects and the flexibility the offering provides us to focus our resources on MDC’s core businesses,” added Nadal.
About Custom Direct
Based in Maryland and Arkansas, Custom Direct has been selling cheques and cheque related accessories across the United States since 1992 and offers the industry’s widest selection of product designs. Custom Direct is the second largest participant in the direct-to-consumer segment of the U.S. cheque industry with sales and EBITDA for the year ending December 31, 2002 of approximately US$103 million and US$20 million respectively.
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.