FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of, JUNE 2003
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Commission File Number 001-13718
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MDC CORPORATION INC.
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(Translation of registrant's name into English)
45 HAZELTON AVENUE, TORONTO, ONTARIO, CANADA, M5R 2E3
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40F.
Form 20-F / / Form 40-F /X/
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): / /
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): / /
Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes / / No /X/
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b) : 82-____________
DOCUMENT INDEX
Document Page No.
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1. News Release dated June 5, 2003 4
2. News Release dated June 12, 2003 8
3. News Release dated June 13, 2003 12
4. News Release dated June 26, 2003 15
DOCUMENT 1
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR: FOR:
MDC CORPORATION INC. MAXXCOM INC.
45 HAZELTON AVENUE 45 HAZELTON AVENUE
TORONTO, ONTARIO M5R 2E3 TORONTO, ONTARIO M5R 2E3
CONTACTS: CONTACTS:
Miles S. Nadal Harold Reiter
Chairman, President & CEO President & CEO
416-960-9000 ex. 223 416-960-6090 ex. 242
Peter M. Lewis Robert E. Dickson
Executive Vice President & CFO Executive VP,Corporate Development
416-960-9000 ex. 272 416-960-6090 ex. 528
Graham L. Rosenberg Glenn W. Gibson
Executive Vice President Executive Vice President & CFO
416-960-9000 ex. 239 416-960-6090 ex. 224
TSX STOCK SYMBOL: MDZ.A TSX STOCK SYMBOL: MXX
NASDAQ STOCK SYMBOL: MDCA WEBSITE: www.maxxcominc.com
WEBSITE: www.mdccorp.com ------------------
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MDC CORPORATION AND MAXXCOM REACH AGREEMENT IN PRINCIPLE
FOR MDC TO BUY THE MINORITY SHARES OF MAXXCOM
ON A SHARE EXCHANGE BASIS
MAXXCOM'S INDEPENDENT COMMITTEE RECOMMENDS TRANSACTION
TORONTO, ONTARIO (JUNE 5, 2003) - MDC Corporation Inc. of Toronto ("MDC") and
Maxxcom Inc. ("Maxxcom") today announced that they have reached an agreement in
principle under which MDC will acquire all of the outstanding common shares of
Maxxcom not already owned by MDC in exchange for Class A subordinate voting
shares of MDC. Currently, MDC owns approximately 36.1 million Maxxcom common
shares or approximately 74% of the outstanding Maxxcom common shares. Maxxcom
currently has approximately 49.1 million common shares outstanding, with
minority shareholders owning approximately 13 million shares. The terms of the
agreement in principle were negotiated between MDC and an Independent Committee
of Maxxcom's Board of Directors established to consider and respond to a
proposal made by MDC to take Maxxcom private. The agreement in principle is
subject to negotiation of a definitive agreement between MDC and Maxxcom.
Under the transaction, Maxxcom shareholders (other than MDC) will receive a
number of Class A subordinate voting shares of MDC based on the "MDC Share
Value", being the volume weighted average trading price of the outstanding MDC
Class A subordinate voting shares on the Toronto Stock Exchange for the 20
trading days ending on the trading day preceding the date of a special meeting
of Maxxcom shareholders to be held to consider the transaction, as follows:
- if the MDC Share Value is above $10.18, Maxxcom shareholders will receive 1
MDC Class A subordinate voting share for every 5.5 Maxxcom shares they own
- if the MDC Share Value is at or above $9.25 up to and including $10.18,
Maxxcom shareholders will receive a number of MDC Class A subordinate
voting shares representing $1.85 for every Maxxcom share they own
- if the MDC Share Value is below $9.25, Maxxcom shareholders will receive 1
MDC Class A subordinate voting share for every 5 Maxxcom shares they own
At $1.85 per share, the transaction represents a premium of 41% to the volume
weighted average trading price of the common shares of Maxxcom on the Toronto
Stock Exchange for the 20 trading days ended June 4, 2003 of $1.31.
The transaction will proceed by way of a plan of arrangement that must be
approved by court order and two-thirds of the votes cast at a special meeting of
Maxxcom shareholders. Under applicable rules of the Ontario and Quebec
securities commissions, the transaction must be also be approved by a majority
of votes cast by Maxxcom shareholders, other than MDC and certain shareholders
related to MDC. Completion of the transaction will be conditional upon, among
other things, obtaining the requisite court, shareholder and regulatory
approvals. Upon completion of the transaction, Maxxcom will become a
wholly-owned subsidiary of MDC. There can be no assurance that the transaction
will be completed.
"MDC's future lies with marketing services. We are going back to our roots but
as a much larger and stronger entity with excellent assets and a strong
financial position. The marketing services sector is beginning to show signs of
renewed activity and we are excited about the tremendous opportunities
presenting themselves. With the closing of the initial public offering of the
Custom Direct Income Fund, MDC now has the financial resources necessary to
support a growth strategy designed to capitalize on the significant
opportunities in marketing services through accelerated internal growth and
selective acquisitions," said Miles S. Nadal, Chairman, President and Chief
Executive Officer of MDC. "Today Maxxcom is the eighteenth largest marketing
services firm in the world. We believe the company, with the benefit of direct
involvement from MDC, is uniquely positioned to achieve our goal of being a top
10 firm globally within the next five years," added Nadal.
"We believe that this proposal represents a significant opportunity for Maxxcom
shareholders who will continue to participate in Maxxcom through MDC. This
transaction will allow Maxxcom's management team to spend its time focussing on
building the business and will free Maxxcom from the increasing costs of
maintaining its public status. Maxxcom shareholders will also benefit from the
increased liquidity of the MDC shares," said Nadal.
The special meeting of Maxxcom shareholders will be held in Toronto, Ontario
within 60 days. The transaction is expected to be completed no later than August
29, 2003. Further information concerning the transaction will be contained in
the meeting materials to be mailed to Maxxcom shareholders.
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
2
ticketing products, such as airline, transit and event tickets, and stamps, both
postal and excise. MDC Class A subordinate voting 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.
FORWARD-LOOKING STATEMENTS
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, financial performance for MDC and
Maxxcom; 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, 2001 and subsequent SEC filings.
3
DOCUMENT 2
FOR IMMEDIATE RELEASE
FOR: MDC Corporation Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS:
MILES S. NADAL PETER M. LEWIS GRAHAM L. ROSENBERG
Chairman, President and Executive Vice-President Executive Vice-President
Chief Executive Officer and Chief Financial Officer MDC Corporation Inc.
MDC Corporation Inc. MDC Corporation Inc. Tel: (416) 960-9000
Tel: (416) 960-9000 Tel: (416) 960-9000 ext. 239
ext. 223 ext. 272
TSX STOCK SYMBOL: MDZ.A
NASDAQ STOCK SYMBOL: MDCA
WEBSITE: www.mdccorp.com
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- and -
FOR: Custom Direct Income Fund
79 Wellington Street West
Suite 3000, TD Centre
Maritime Life Tower
Toronto, Ontario M5K 1N2
CONTACTS:
JOHN C. BROWNING BRIAN D. BRIGGS
President and Chief Executive Officer Chief Financial Officer
Custom Direct, Inc. Custom Direct, Inc.
Tel: (410) 679-3300 ext. 2202 Tel: (410) 679-3300 ext. 2262
TSX STOCK SYMBOL: CDI.UN
WEBSITE: www.cdifund.com
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MDC CORPORATION INC.
CUSTOM DIRECT INCOME FUND
UNDERWRITING SYNDICATE PLANS TO EXERCISE OVER-ALLOTMENT OPTION
TO PURCHASE 1,650,000 UNITS OF CUSTOM DIRECT INCOME FUND
FOR ADDITIONAL GROSS PROCEEDS OF $16.5 MILLION
TOTAL GROSS PROCEEDS TO MDC FROM INITIAL PUBLIC OFFERING INCLUDING CREDIT
FACILITIES TO TOTAL $178.5 MILLION
TORONTO - June 12, 2003 - MDC Corporation Inc. ("MDC") and Custom
Direct Income Fund (the "Fund") announced today that the underwriters plan to
exercise their over-allotment option to purchase 1,650,000 units of the Fund,
raising additional gross proceeds of $16.5 million.
The closing will result in total gross proceeds from the Fund's
initial public offering of $126.5 million. The gross proceeds of the offering
and the term loan portion of Custom Direct's credit facility (before
commissions, fees and expenses) will total $178.5 million and will be paid (net
of commissions, fees and expenses) to MDC, directly and through a subsidiary,
for the 80% interest in Custom Direct.
Subsequent to the exercise of the over-allotment option, MDC will own
19.0% of the Fund (or 2,963,804 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 35.2%.
The over-allotment closing is expected to occur on or before June 16,
2003.
The offering has been 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.
The Fund units have not been registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements.
"We are delighted with the market's strong response to this offering.
The exercise of the over-allotment option provides MDC with further financial
resources required to execute its recently announced plan of capitalizing on the
tremendous opportunities presenting themselves in the marketing services
sector." said Miles S. Nadal, Chairman, President and Chief Executive Officer of
MDC.
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 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 Inc., 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.
2
ABOUT MAXXCOM INC.
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 Shares are
traded on the Toronto Stock Exchange under the symbol MXX.
3
DOCUMENT 3
[MDC CORPORATION INC. - LOGO OMITTED]
FOR IMMEDIATE RELEASE
FOR: MDC Corporation Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS:
MILES S. NADAL PETER M. LEWIS WALTER CAMPBELL
Chairman, President and Executive Vice-President Senior Vice-President, Finance
Chief Executive Officer and Chief Financial Officer MDC Corporation Inc.
MDC Corporation Inc. MDC Corporation Inc. Tel: (416) 960-9000 ext. 336
Tel: (416) 960-9000 ext. 223 Tel: (416) 960-9000 ext. 272
TSX STOCK SYMBOL: MDZ.A
NASDAQ STOCK SYMBOL: MDCA
WEBSITE: www.mdccorp.com
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MDC ANNOUNCES NORMAL COURSE ISSUER BID OF
7% CONVERTIBLE DEBENTURES
THE COMPANY TO ACQUIRE UP TO $4,996,700 PRINCIPAL AMOUNT
June 13, 2003, TORONTO, Ontario: MDC Corporation Inc. ("MDC") of Toronto
announced today that The Toronto Stock Exchange (the "Exchange") has accepted a
notice filed by MDC of its intention to make a normal course issuer bid to
acquire up to $4,996,700 principal amount of the 7% Subordinated Unsecured
Convertible Debentures (the "Debentures"), representing approximately 10% of the
public float of its issued Debentures through the facilities of the Exchange.
Purchases under the issuer bid may commence on June 17, 2003, and will end no
later than June 16, 2004. Currently, MDC has $50,000,000 principal amount of
Debentures outstanding.
The Board believes that MDC's Debentures are an excellent investment for MDC,
particularly at recent trading levels. This initiative demonstrates MDC's
confidence in its growth strategies and its ongoing commitment to enhance
shareholder value. Any Debentures repurchased will be cancelled.
MDC has not purchased any of its Debentures within the twelve months preceding
the date of the notice.
ABOUT MDC CORPORATION INC.
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. MDC shares are traded on the Toronto Stock Exchange under the
symbol MDZ.A and on 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 shares are traded on the Toronto
Stock Exchange under the symbol MXX.
2
DOCUMENT 4
[MDC CORPORATION INC. - LOGO OMITTED]
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR: CONTACTS:
MDC CORPORATION INC. Miles S. Nadal Peter M. Lewis Graham L. Rosenberg
45 HAZELTON AVENUE Chairman, President & CEO Executive Vice President Executive Vice President
TORONTO, ONTARIO M5R 2E3 416-960-9000 ex. 223 & CFO 416-960-9000 ex. 239
416-960-9000 ex. 272
TSX STOCK SYMBOL: MDZ.A
NASDAQ STOCK SYMBOL: MDCA
WEBSITE: www.mdccorp.com
FOR: CONTACTS:
MAXXCOM INC. Harold Reiter Robert E. Dickson Glenn W. Gibson
45 HAZELTON AVENUE President & CEO Executive Vice President, Executive Vice President
TORONTO, ONTARIO M5R 2E3 416-960-6090 ex. 242 Corporate Development & CFO
416-960-6090 ex. 528 416-960-6090 ex. 224
TSX STOCK SYMBOL: MXX
WEBSITE: www.maxxcominc.com
MDC CORPORATION AND MAXXCOM ANNOUNCE DEFINITIVE AGREEMENT
TO BUY THE MINORITY SHARES OF MAXXCOM
TORONTO, ONTARIO - JUNE 26, 2003 - MDC Corporation Inc. of Toronto ("MDC") and
Maxxcom Inc. ("Maxxcom") today announced that they have entered into a
definitive agreement under which MDC will acquire by way of plan of arrangement
all of the issued and outstanding shares of Maxxcom not already owned by MDC in
exchange for Class A subordinate voting shares of MDC ("MDC Class A Shares").
The Board of Directors of Maxxcom, based on a recommendation of its Independent
Committee, has unanimously determined that the transaction is in the best
interests of Maxxcom and is fair to shareholders of Maxxcom other than MDC (the
"Maxxcom Minority Shareholders"), and recommends to Maxxcom shareholders that
they vote in favour of the transaction.
Subsequent to the announcement by MDC and Maxxcom on June 5, 2003 of their
agreement in principle respecting the proposed transaction, MDC and its advisors
had discussions with certain investment managers administering funds holding
Maxxcom Common Shares concerning the transaction. As a result
of these discussions, MDC agreed with Maxxcom to increase the number of MDC
Class A Shares to be offered to Maxxcom Minority Shareholders on the basis set
out below.
Pursuant to the revised terms of the arrangement, Maxxcom Minority Shareholders
will receive a number of MDC Class A Shares based on the "MDC Share Value",
being the volume weighted average trading price of the outstanding MDC Class A
Shares on the Toronto Stock Exchange for the 20 trading day period ending on the
second trading day preceding the date of the meeting of Maxxcom shareholders to
be held to consider the transaction, calculated as follows:
- if the MDC Share Value is greater than $9.71, Maxxcom shareholders
will receive 1 MDC Class A Share for every 5.25 Maxxcom shares they own;
- if the MDC Share Value is equal to or greater than $9.25 and equal to
or less than $9.71, Maxxcom shareholders will receive a number of MDC Class
A Shares equal to $1.85 divided by the MDC Share Value for every Maxxcom
share they own; and
- if the MDC Share Value is less than $9.25, Maxxcom shareholders will
receive 1 MDC Class A Share for every 5 Maxxcom shares they own.
The Maxxcom Independent Committee was formed to review and assess the plan of
arrangement and make a recommendation to the Board of Directors of Maxxcom as to
whether the transaction should be recommended to Maxxcom Minority Shareholders.
The Independent Committee retained BMO Nesbitt Burns Inc. to provide Maxxcom
with a valuation of the Maxxcom Common Shares and a fairness opinion. BMO
Nesbitt Burns Inc. determined that, as of June 4, 2003, the value of the Maxxcom
Common Shares was within a range of $1.60 to $2.10 per share. BMO Nesbitt Burns
has also advised that, in its opinion, as of June 4, 2003, the consideration
offered under the arrangement is fair, from a financial point of view, to the
Maxxcom Minority Shareholders.
At $1.85 per share, the mid-point of BMO Nesbitt Burns' valuation range, the
proposed transaction represents a premium of 41% to the volume weighted average
trading price of the common shares of Maxxcom on the Toronto Stock Exchange of
$1.31 for the period of 20 trading days prior to the announcement of the
proposed transaction on June 5, 2003.
The transaction will be implemented pursuant to a plan of arrangement under the
Business Corporations Act (Ontario), and will require the approval of the
Ontario Superior Court of Justice and applicable regulatory authorities. A
meeting of Maxxcom shareholders to consider, among other matters, the plan of
arrangement has been called for July 30, 2003. A management information circular
describing the terms of the plan of arrangement and setting out the
recommendation and reasons of the Board of Directors of Maxxcom will be mailed
to Maxxcom shareholders by no later than July 9, 2003. The closing of the
transaction will occur as soon as practicable following receipt of Maxxcom
shareholder and other required approvals, expected to be on or about July 31,
2003.
ABOUT MDC CORPORATION INC.
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:
2
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, 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.
FORWARD-LOOKING STATEMENTS
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.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MDC CORPORATION INC.
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(Registrant)
Date: July 7, 2003 By: /s/ Walter Campbell
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(Signature)
Walter Campbell
Senior Vice President Finance