ISS Recommends MDC Partners (MDCA) Shareholders Vote “FOR” the Amended Transaction With Stagwell

(NASDAQ: MDCA) – MDC Partners Inc. (“MDC Partners” or the “Company”) announced today that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has reversed its prior voting recommendation.

ISS now recommends that MDC Partners shareholders vote FOR the proposal to approve the combination of MDC with Stagwell Media LP, which is contributing Stagwell Marketing Group Holdings LLC (“Stagwell”), at the Company’s Special Meeting of Shareholders, scheduled to be held on July 26, 2021.

Irwin D. Simon, Lead Independent Director & Chair of the MDC Partners’ Special Committee commented, “We are pleased that ISS recommends MDC shareholders vote in favor of the proposed transaction with Stagwell. This recommendation clearly underscores our firm belief that the combination with Stagwell is both financially and strategically compelling and provides the best path forward for maximizing value for all MDC shareholders. We urge all MDC shareholders to vote ‘FOR’ the amended agreement with Stagwell and related proposals.”

Mark Penn, Chairman and CEO of the Company, added, “This transaction offers the best value creation opportunity for MDC shareholders, who will have a meaningful ownership stake in a scaled company that is well positioned in some of the fastest-growing segments of the digital marketing and advertising sector. We continue to believe that the combination with Stagwell will put MDC on the right path to grow, and we are pleased that ISS recognizes the merits of this transaction.”

In its report, ISS concluded:¹

• “… the amended terms appear to capture a sufficient portion, if not all, of the improvement in MDC’s implied equity value, the transaction has a strong strategic rationale, and there is downside risk to rejecting the deal.”

ISS also noted the following:¹

• “The transaction appears to be a complementary combination of Stagwell's fast-growing digital services businesses with MDC Partners' strategic and creative resources.”
• “… the proposed combination appears to deliver an otherwise unavailable opportunity for MDC shareholders to gain exposure to faster growing, higher margin segments of the marketing and advertising industry.”
• “… [MDC] shareholders will be better off as 31 percent shareholders of the combined company than they would be as 100 percent shareholders of standalone MDC.”

MDC Partners shareholders are reminded that their vote is extremely important, no matter how many shares they own. To follow the recommendations of ISS and the Company’s Board, shareholders should vote “FOR” the proposal on the WHITE proxy card today to approve the transaction and secure the immediate and compelling value of the proposed transaction.