Indaba Capital Management L.P. (together with its affiliates, “Indaba” or “we”), which is the largest independent shareholder of MDC Partners Inc. (NASDAQ: MDCA) (“MDC” or the “Company”), today issued the below statement regarding the Company’s prospective merger with Stagwell Media LP (“Stagwell”). After reviewing the revised offer issued by Stagwell on June 14, 2021, Indaba plans to VOTE AGAINST the combination.

Derek Schrier, Managing Partner of Indaba, commented:

“Indaba believes that Stagwell’s revised offer – which follows its purported best-and-final offer last week – is inadequate. In our view, this highly-caveated revised offer fails to provide MDC’s shareholders with fair consideration. It appears the market shares our view based on the fact that MDC’s share price moved no more than the NASDAQ today.

Although Stagwell contends that it has consulted with major shareholders regarding its new offer, we have not heard from Mr. Penn, his representatives or MDC’s Special Committee for more than three weeks. We consider Stagwell’s apparent disregard for our feedback and views to be a major red flag in the area of corporate governance. After all, Indaba is MDC’s largest independent shareholder and a long-term investor.

It is important to underscore that the unsolicited feedback we have received from our fellow shareholders paints a different picture than the one Stagwell shared today. Large shareholders seem to share our concerns regarding the conflicts and fire sale terms hanging over this deal. It is not lost on them that Mr. Penn stands to benefit greatly from a transaction that deprives shareholders of fair value.

We believe many shareholders support the proposed combination. With this context in mind, we contend that even supportive shareholders want to be fairly compensated beyond the 30% share consideration proposed today. If Stagwell wants to come to the table and have a good faith discussion with us, we would be willing to work towards a mutually-agreeable resolution and consider signing a voting agreement. But we will not vote to support a transaction that includes unreasonable and unfair terms.”

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About Indaba Capital

Indaba was founded in 2010 to invest in corporate equity and debt. Based in San Francisco, Indaba currently has more than $1.5 billion in assets under management. Learn more at www.indabacapital.com.

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