TORONTO, Ontario (July 28, 2003) -MDC Corporation Inc. of Toronto (“MDC”) and Maxxcom Inc. (“Maxxcom”) today announced the definitive exchange ratio under the Plan of Arrangement described in Maxxcom’s management information circular mailed to its shareholders on July 9, 2003.
As previously announced, subject to receipt of all necessary approvals, under the Plan of Arrangement, MDC will acquire all of the issued and outstanding common shares of Maxxcom not already owned by MDC in exchange for Class A subordinate voting shares of MDC (“MDC Class A Shares”). Based on the volume weighted average trading price of the outstanding MDC Class A Shares on the Toronto Stock Exchange for the past 20 trading day period, Maxxcom shareholders (other than MDC) will receive 1 MDC Class A Share for every 5.25 Maxxcom common shares they own.
Maxxcom is seeking shareholder approval of the Plan of Arrangement at its annual and special meeting of shareholders to be held in Toronto on July 30, 2003. Provided that all necessary approvals (including Court approvals) are received, it is expected that the transaction will close 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.