Colle & McVoy Marketing Communications Agrees to Merger With MDC Communications.

MINNEAPOLIS--(BUSINESS WIRE)--March 9, 1999--

CMI would become key partner in MDC's plans for global expansion

The Board of Directors of Minneapolis-based Colle & McVoy, Inc. (CMI) announced today it has unanimously agreed to recommend to its shareholders the approval of a merger agreement with Toronto-based MDC Communications Corporation to sell a majority interest of the company to MDC and to become an early partner in MDC's plan to build an entrepreneurial global marketing communications network.

The agreement is subject to a vote by CMI employee-stock ownership (ESOP) shareholders and direct shareholders, scheduled to take place later this month. Under terms of the agreement, MDC would pay U.S. $19 million for an 80% interest in CMI, with CMI management owning the remaining 20%. Sixty percent of the purchase price would be paid in cash at closing. The remaining 40% would be paid in contingent payments over three years. The proposed structure is part of MDC's "perpetual partnership" philosophy to reward entrepreneurial growth at the operating unit level.

"Our Board has given this serious consideration over several months and we've concluded that the offer provides a number of potential benefits worthy of consideration by our shareholders," said Jim Bergeson, CMI Chairman and CEO. "This includes a substantial financial offer as well as the opportunity to retain operational freedom, expand our business and replicate it elsewhere through access to new capital, capabilities and partners."

MDC reinforced Bergeson's point of view.

"As we pursue our unique vision of an entrepreneurial global marketing communications partnership, we hope to tap CMI's demonstrated ability to truly make integration work," said Miles Nadal, MDC President and CEO. "We are especially impressed with its process for bringing together the various marketing communications disciplines in a way that is clearly value-added for its clients. It will become a model for us as we expand our global capabilities."

Founded in 1935, CMI has grown to become one of the largest independent,national marketing communications firms in the country with 1999 forecasted capitalized billings of more than $160 million and forecasted net revenue of $25 million. It is widely recognized for its ability to successfully integrate a number of marketing communications disciplines, including advertising, public relations, direct response, sales promotion, market research, media planning/placement and interactive services. Current clients include Pfizer Animal Health, DeKalb, 3M, Caterpillar, Novartis, Winnebago and Associated Banks, among others.

MDC's Communications and Marketing Services Division provides services through three segments: Branding and Consultancy, Advertising and Promotion, and Corporate Communications and Public Relations. These segments have developed expertise in niche markets including healthcare, financial services, agribusiness and technology.

MDC Communications Corporation is a leading provider of secure transaction products and services as well as communications and marketing services to customers in over 65 countries around the world from its operating units in Canada, the United States, the United Kingdom and Australia. MDC has a strong record of growth, generated both internally and from strategic corporate acquisitions. Its shares are traded on NASDAQ under the symbol MDCA and on the Toronto Stock Exchange under the symbol MDZ.A.