TORONTO, Ontario (February 26, 2004) – MDC Partners Inc. (“MDC”) of Toronto announced today that its controlling shareholder, Miles Nadal, has given formal notice to the corporation’s Board of Directors that he initiated the process to affect conversion of 100% of his Class B multiple voting shares into Class A Subordinate Voting Shares on a one-for-one basis, without any cash or non-cash consideration. Mr. Nadal is MDC’s Founder, Chairman and Chief Executive Officer.
Mr. Nadal’s current equity interest in MDC is approximately 20.2%, and he currently controls 44.9% of the voting rights attached to the corporation. He owns 447,968 Class B multiple voting shares, which represents 99% of the Class and carry 20 votes per share, in addition to 3,400,351 Class A Subordinate Voting Shares, which carry one vote per share.
After the conversion, both Mr. Nadal’s equity interest and voting interest in MDC will be approximately 20.2%.
MDC’s Board of Directors welcome the decision to convert, which is expected to occur within 10 business days. The Class B shares are convertible at any time at the option of the holder into one Class A share for one Class B share.
As a result of the conversion, MDC will become a U.S. domestic issuer and commence reporting in accordance with U.S. GAAP, effective the first quarter of 2004.
“The decision to convert my multiple voting shares into single voting shares is an important incremental step in my commitment to the highest standards of corporate governance and is in the spirit of the great partnership we are building,” said Mr. Nadal.
“We believe that a single class share structure better aligns management’s interest with the shareholders and will further enhance the attractiveness of MDC shares to investors, particularly in the United States,” added Mr. Nadal.
About MDC Partners Inc.
MDC Partners is one of the world’s leading marketing communications firms. Through its partnership of entrepreneurial firms, MDC provides advertising and specialized communication services to leading brands throughout the United States, Canada and the United Kingdom. MDC Class A shares are publicly traded on the Toronto Stock Exchange under the symbol MDZ.A and on the NASDAQ under the symbol MDCA.