MDC Partners and Stagwell Group have finally completed their proposed merger, announced in December, after a lengthy back-and-forth with MDC shareholders.
The deal, completed on Monday during a special shareholder meeting, will rename the combined entity Stagwell Inc., which will trade on the NASDAQ under the ticker STGW. The transaction is expected to be completed by August 2.
MDC shareholders will own 31% of the combined entity, up from an initial proposal of 18.5% and a revised proposal of 26%. Stagwell’s owners, including CEO Mark Penn, will hold 69% of the company.
MDC’s stock hit $6 per share following the announcement, up from $2.38 in January.
Despite drama surrounding the merger, including calls from MDC’s largest shareholder, Indaba Capital, to vote against the deal unless terms were revised, the tie-up is “a win-win transaction” for both sides, said Penn. “This is a great deal, with a new future and fresh start.”
Although MDC’s shareholders supported the logic of the merger, there was a “vigorous debate” about what a fair split was when it came to company ownership, he said.
“We made concessions, we made changes, we were responsive to shareholders and we were able to get 71% of the minority investors [on board],” Penn added. “MDC shareholders [realized] they will be better off with 31% of the combined company than 100% of the standalone. That got it across the finish line.”
Stagwell, which will generate $2.1 billion in annual global revenue, will combine the creative capabilities at MDC Partners with the digital transformation, research and data expertise at Stagwell. MDC owns creative agencies including 72andsunny, Crispin Porter + Bogusky and Anomaly; Stagwell owns firms including The Harris Poll, Code + Theory and Forward PMX.
MDC’s PR and public affairs firms include SKDKnickerbocker, and MDC’s include Hunter, Allison+Partners and KWT Global. Finn Partners bought back Stagwell’s minority stake in its firm this year.
“Putting together these incredible creative companies that haven’t been managed well at the center with our digital-first group would give us the scale to compete with the major [holding companies],” Penn said.
The decision to retire the MDC brand signifies a new era for a holding company with a checkered past. While MDC’s agencies have solid reputations, the holding company has financially underperformed and has been mired in scandal, including a 2015 accounting scandal involving then-CEO Miles Nadal, which resulted in an SEC investigation.
Not much will change day-to-day for clients and talent, since Penn has already been managing both companies since Stagwell invested $100 million in MDC Partners in 2019. But the group will double down on end-to-end digital and creative capabilities and aim to compete in larger global pitches.
To pull it off, Stagwell will keep its agency brands separate while incentivizing collaboration. Doner and Code + Theory, for example, are already working together on the Johnson & Johnson account.
“When you smush [agencies] together you confuse the cultures,” Penn said. “This way, we'll get the highest level of both creative and digital transformation expertise.”
The combination will also significantly enhance MDC’s media capabilities, which has been a “weak link,” Penn said. The combination of Forward PMX, Assembly and Gale will result in a media network managing about $5 billion in investments.
Stagwell also plans to operationalize research from The Harris Poll and National Research Group into a data platform called Q that will be used across agencies to inform media buying and creative. Stagwell serves 6 to 8 million people across 14 countries with surveys, creating a considerable pool of consented first-party data.
Talent will feel the effects of the merger when they return to the office, as both MDC and Stagwell have consolidated their headquarters at One World Trade Center in New York City. The office is open, but Stagwell is keeping an eye on the Delta variant before making any strict rules about going back to the office.
“I’m pretty excited about the opportunities [the campus] provides for collaboration. It’s not just a place to work, but a symbol of the philosophy,” Penn said. “But let’s see where we are at by Labor Day.”