EX-99.1
4
a08-24924_1ex99d1.htm
EX-99.1
Exhibit 99.1
News
Announcement
For
Immediate Release
For more information contact:
Omar Choucair
Joseph Jaffoni
Chief
Financial Officer
Jaffoni &
Collins Incorporated
DG FastChannel, Inc.
212/835 8500 or
dgit@jcir.com
972/581-2000
DG
FASTCHANNEL
®
COMPLETES ACQUISITION OF
ENLIVEN
MARKETING TECHNOLOGIES
-
DG FastChannel Brings Integrated Advertising Solutions for the Transition
from
Traditional Analog Processes to Digital Media Solutions -
-
Unicast and Springbox Now Independent Operating Units of DG FastChannel -
-
DG FastChannel to Realize Substantial Operational and Financial Synergies -
DALLAS, TX (October 2,
2008) -
DG FastChannel, Inc.
(NASDAQ:
DGIT), a leading provider of digital media services to the advertising and
broadcast industries, announced today that its acquisition of Enliven Marketing
Technologies Corporation (NASDAQ: ENLV) was completed. Valued at approximately $71 million,
inclusive of approximately $5.0 million of debt, the Company merged with
Enliven in a stock-for-stock transaction.
Scott K. Ginsburg,
Chairman and CEO of
DG FastChannel
,
commented, "This transaction combines
DG FastChannel
's
leadership in
traditional advertising and media distribution services with
Unicast
's unique digital marketing
technologies and the creative digital marketing solutions brought to the market
by
Springbox
. As we
look forward, the Company is participating in the fastest growing
verticals in the advertising industry: HD advertising distribution, rich media
for online and mobile advertising, and digital marketing and creative
services. This expanded product mix
diversifies our revenue sources and leverages our nationwide operating
platform. Our customers and shareholders
are the beneficiaries of this expansion.
Unicast
Unicast
technology enables publishers, advertisers, and their agencies to manage the
complex process of deploying online and mobile advertising campaigns. This process includes creating the
advertising assets, selecting the sites on which the advertisements will be
deployed, setting the campaign parameters (ad rotation, the frequency with
which an ad may be deployed, and other metrics), deployment, and tracking
campaign results.
Unicast
was designed to integrate creative
assembly with campaign management and detailed performance analysis.
-more-
In addition,
Unicast
has
broad capabilities to deliver ad formats and media types, including several
different video formats, 3-D content, and all classic and custom rich media ad
units.
Unicast
is technology agnostic, delivering
advertisements that work seamlessly with all industry technologies and formats.
Springbox
Springbox
is an interactive services agency that provides best-in-class digital marketing
and creative solutions. Serving clients
of all sizes,
Springbox
helps
translate corporate identity into digital assets that enhance the brand,
captivate customers and drive business.
The company generates exceptional results through a combination of
smart, big-picture strategy and a clear focus on execution.
Springbox
has built interactive teams for AMD, Callaway Golf, Dell, Disney, LG, General
Electric and Toyota.
Unicast
and
Springbox
divisions will
become independent operating units within
DG FastChannel
.
Mr. Ginsburg added, "
DG FastChannel
now has over 850 employees
focused on digital media services for Fortune 500 advertisers and virtually
every advertising agency. We believe
this represents the largest workforce ever assembled to support the constantly
growing demands of brand owners whose marketing campaigns rely on television,
the Internet or mobile devices. With the
advent of HD advertising and the move to rich media advertising
DG FastChannel
is focused on delivering
integrated advertising solutions for the seamless transition from traditional
analog processes to digital media solutions".
Under the terms
of the merger agreement
each outstanding share of Enliven common stock
is being exchanged for 0.033 shares of
DG
FastChannel
common stock. In
aggregate,
DG FastChannel
is
issuing approximately 2.9 million shares of its common stock (exclusive of the approximately 10.75 million
Enliven shares already owned by
DG
FastChannel
). Reflecting the completion of the merger,
DG FastChannel
has approximately 20.9
million shares of common stock outstanding and Enliven has become a
wholly-owned subsidiary of
DG FastChannel
.
DG
FastChannel
expects to achieve operating and financial
synergies based on the combination of the respective operating strategies of
the Company and Enliven. The new
combined company expects to realize approximately $3 million of cost savings in
its first full year of operation as a combined entity through the elimination
of duplicative corporate overhead.
Concurrently,
DG FastChannel
expects to make substantial investments in upgrading the
Unicast
sales organization and enhancing
its ad delivery software platform.
2
Pursuant to the revised
merger agreement
DG FastChannel
's
Board of Directors will be increased from seven to eight members, with Harvey
D. Weatherson, previously Enliven's Non-Executive Chairman, joining
DG FastChannel
's Board of Directors.
About DG FastChannel
DG FastChannel
provides innovative, technology-based solutions to help advertisers and
agencies work faster, smarter and more competitively.
DG FastChannel
delivers the standard in digital media services to the advertising, broadcast
and publishing industries. Through its
Unicast
and
Springbox
operating units,
DG
FastChannel
is also a leading
Internet marketing technology company offering online marketing and advertising
solutions through a powerful combination of proprietary visualization
technology, and a premium rich media advertising platform for the creation,
delivery and reporting of premium rich media.
The Company utilizes
satellite and Internet transmission technologies and has deployed a suite of
digital media intelligence and asset management tools designed specifically for
the advertising industry, including creative and production resources, and
digital asset management. The Company has an online media distribution network
used by more than 5,000 advertisers and agencies, and over 21,000 online radio,
television, cable, network and print publishing destinations. For more information visit www.dgfastchannel.com.
Safe Harbor for Forward-Looking
Statements
Statements in this Press
Release may contain certain forward-looking statements relating to
DG FastChannel
and its expectations for achieving operating
and financial synergies as it integrates Enliven Marketing Technologies into its operating structure. All statements included in this press release
concerning activities, events or developments that
DG
FastChannel
expects, believes or anticipates will or may occur in
the future are forward-looking statements.
Actual results could differ materially from the results discussed in the
forward-looking statements.
Forward-looking statements are based on current expectations and
projections about future events and involve known and unknown risks,
uncertainties and other factors that may cause actual results and performance
to be materially different from any future results or performance expressed or
implied by forward-looking statements, including the risk that the operations
will not be integrated successfully and the risk that the expected cost savings
and other synergies from the transaction may not be fully realized, realized at
all or take longer to realize than anticipated.
Additional information on these and other risks, uncertainties and
factors is included in
DG FastChannel's
annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and other documents filed with the SEC.
# # #
3

EX - 99 . 1 4 a08 - 24924 _ 1ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 News Announcement For Immediate Release For more information contact : Omar Choucair Joseph Jaffoni Chief Financial Officer Jaffoni & Collins Incorporated DG FastChannel , Inc . 212 / 835 8500 or dgit@jcir.com 972 / 581 - 2000 DG FASTCHANNEL ® COMPLETES ACQUISITION OF ENLIVEN MARKETING TECHNOLOGIES - DG FastChannel Brings Integrated Advertising Solutions for the Transition from Traditional Analog Processes to Digital Media Solutions - - Unicast and Springbox Now Independent Operating Units of DG FastChannel - - DG FastChannel to Realize Substantial Operational and Financial Synergies - DALLAS , TX ( October 2 , 2008 ) - DG FastChannel , Inc . ( NASDAQ : DGIT ) , a leading provider of digital media services to the advertising and broadcast industries , announced today that its acquisition of Enliven Marketing Technologies Corporation ( NASDAQ : ENLV ) was completed . Valued at approximately $ 71 million , inclusive of approximately $ 5.0 million of debt , the Company merged with Enliven in a stock - for - stock transaction . Scott K . Ginsburg , Chairman and CEO of DG FastChannel , commented , " This transaction combines DG FastChannel 's leadership in traditional advertising and media distribution services with Unicast 's unique digital marketing technologies and the creative digital marketing solutions brought to the market by Springbox . As we look forward , the Company is participating in the fastest growing verticals in the advertising industry : HD advertising distribution , rich media for online and mobile advertising , and digital marketing and creative services . This expanded product mix diversifies our revenue sources and leverages our nationwide operating platform . Our customers and shareholders are the beneficiaries of this expansion . Unicast Unicast technology enables publishers , advertisers , and their agencies to manage the complex process of deploying online and mobile advertising campaigns . This process includes creating the advertising assets , selecting the sites on which the advertisements will be deployed , setting the campaign parameters ( ad rotation , the frequency with which an ad may be deployed , and other metrics ) , deployment , and tracking campaign results . Unicast was designed to integrate creative assembly with campaign management and detailed performance analysis . - more - In addition , Unicast has broad capabilities to deliver ad formats and media types , including several different video formats , 3 - D content , and all classic and custom rich media ad units . Unicast is technology agnostic , delivering advertisements that work seamlessly with all industry technologies and formats . Springbox Springbox is an interactive services agency that provides best - in - class digital marketing and creative solutions . Serving clients of all sizes , Springbox helps translate corporate identity into digital assets that enhance the brand , captivate customers and drive business . The company generates exceptional results through a combination of smart , big - picture strategy and a clear focus on execution . Springbox has built interactive teams for AMD , Callaway Golf , Dell , Disney , LG , General Electric and Toyota . Unicast and Springbox divisions will become independent operating units within DG FastChannel . Mr . Ginsburg added , " DG FastChannel now has over 850 employees focused on digital media services for Fortune 500 advertisers and virtually every advertising agency . We believe this represents the largest workforce ever assembled to support the constantly growing demands of brand owners whose marketing campaigns rely on television , the Internet or mobile devices . With the advent of HD advertising and the move to rich media advertising DG FastChannel is focused on delivering integrated advertising solutions for the seamless transition from traditional analog processes to digital media solutions " . Under the terms of the merger agreement each outstanding share of Enliven common stock is being exchanged for 0 . 033 shares of DG FastChannel common stock . In aggregate , DG FastChannel is issuing approximately 2 . 9 million shares of its common stock ( exclusive of the approximately 10 . 75 million Enliven shares already owned by DG FastChannel ) . Reflecting the completion of the merger , DG FastChannel has approximately 20 . 9 million shares of common stock outstanding and Enliven has become a wholly - owned subsidiary of DG FastChannel . DG FastChannel expects to achieve operating and financial synergies based on the combination of the respective operating strategies of the Company and Enliven . The new combined company expects to realize approximately $ 3 million of cost savings in its first full year of operation as a combined entity through the elimination of duplicative corporate overhead . Concurrently , DG FastChannel expects to make substantial investments in upgrading the Unicast sales organization and enhancing its ad delivery software platform . 2 Pursuant to the revised merger agreement DG FastChannel 's Board of Directors will be increased from seven to eight members , with Harvey D . Weatherson , previously Enliven 's Non - Executive Chairman , joining DG FastChannel 's Board of Directors . About DG FastChannel DG FastChannel provides innovative , technology - based solutions to help advertisers and agencies work faster , smarter and more competitively . DG FastChannel delivers the standard in digital media services to the advertising , broadcast and publishing industries . Through its Unicast and Springbox operating units , DG FastChannel is also a leading Internet marketing technology company offering online marketing and advertising solutions through a powerful combination of proprietary visualization technology , and a premium rich media advertising platform for the creation , delivery and reporting of premium rich media . The Company utilizes satellite and Internet transmission technologies and has deployed a suite of digital media intelligence and asset management tools designed specifically for the advertising industry , including creative and production resources , and digital asset management . The Company has an online media distribution network used by more than 5,000 advertisers and agencies , and over 21,000 online radio , television , cable , network and print publishing destinations . For more information visit www.dgfastchannel.com . Safe Harbor for Forward - Looking Statements Statements in this Press Release may contain certain forward - looking statements relating to DG FastChannel and its expectations for achieving operating and financial synergies as it integrates Enliven Marketing Technologies into its operating structure . All statements included in this press release concerning activities , events or developments that DG FastChannel expects , believes or anticipates will or may occur in the future are forward - looking statements . Actual results could differ materially from the results discussed in the forward - looking statements . Forward - looking statements are based on current expectations and projections about future events and involve known and unknown risks , uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward - looking statements , including the risk that the operations will not be integrated successfully and the risk that the expected cost savings and other synergies from the transaction may not be fully realized , realized at all or take longer to realize than anticipated . Additional information on these and other risks , uncertainties and factors is included in DG FastChannel 's annual report on Form 10 - K , quarterly reports on Form 10 - Q , current reports on Form 8 - K and other documents filed with the SEC . # # # 3
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