ENLV Enlivex Therapeutics Ltd

Costa Brava Partnership III L.P., a long-term shareholder of DG FastChannel, Inc. (NASDAQ: DGIT), intends to vote against DG FastChannel's proposed merger with Enliven Marketing Technologies Corporation (NASDAQ: ENLV). In making this announcement, Costa Brava first stresses that it thinks highly of DG FastChannel's senior managers and has been satisfied with the Company's strategic acquisitions since becoming a shareholder in the fall of 2006.

Costa Brava has been happy with DG FastChannel's performance. Two years ago management promised to take advantage of the February 2009 deadline for FCC mandated implementation of digital broadcasting. And they kept their promise. To date, the company's strategic acquisitions have fueled growth, with management taking advantage of operational synergies quickly and efficiently. The company's operating income and cash generation over the past two quarters are proof of management's success in this area.

Costa Brava's satisfaction with DG FastChannel and its prior acquisitions does not flow to the Enliven transaction. "The recently proposed Enliven transaction is not like prior strategic acquisitions. Costa Brava will be voting our 973,000 shares against the Enliven acquisition," commented Costa Brava's Seth Hamot.

DG FastChannel provides electronic delivery of advertisements, syndicated programs and video news releases to traditional broadcasters and other media throughout the nation. The company's past acquisitions of Vivx, GTN, Pathfire, Point 360 and FastChannel took advantage of "network effects" to bring greater benefits to delivery of digital content. This is the strategy in which Costa Brava invested.

Enliven is different. Enliven provides marketers with the tools and consultation necessary for the creation of internet advertising. The acquisition and integration of Enliven will have no "network effects" and limited synergies because they don't do what DG FastChannel does. Costa Brava believes the Enliven deal is a dangerous detour from the deliberate growth initiatives the company has implemented over the past few years. If the transaction is consummated, the company would enter a new business and, in one fell swoop, become a "content provider" in addition to a "content deliverer."

And the price of this detour is dear. Enliven will cost the company more than $100 million. What exactly will DG FastChannel get for such an astronomical sum? To help answer this question, and mindful of the lack of strategic synergies between the two companies, a brief review of Enliven's performance is warranted.

--  Enliven has a history of dismal and increasing operating losses, with
    $12.078 million in operating losses over the last twelve months. The
    pace of losses has accelerated over the last six months, increasing by
    50% for the January through June period. In reviewing the quarters
    since the first quarter of 2004, Costa Brava was able to identify only
    one quarter when the company generated an operating profit. And that
    profit was under $100,000.

--  Revenue and expenses resulting from the "search" segment of Enliven's
    business have been removed from the table below. The "search" segment
    of Enliven's business is governed by a contract with Yahoo which
    terminates in early 2010. The number of downloads of the "viewpoint
    toolbar" has been declining for the past several years, and the
    revenue from the "search" segment is down sharply in 2008. Costa Brava
    believes this "search" segment of Enliven's business has almost no
    value except to generate the meager cash flow to sustain the
    unprofitable advertising business.

--  Private company competitor Eyeblaster has maintained 90% margins as
    their business has grown almost 250% over the past few years. The
    tables below demonstrate that Enliven's performance, without including
    the "search" segment, has been much less profitable, with much lower
    margins.



             Enliven's Business (other than the "search" segment)
                          (All amounts in thousands)

                                                2006      2007    YTD 2008
    Revenue                                   $ 10,870  $ 12,649  $  8,337
    Cost of Revenues                          $  6,521  $  8,940  $  5,242
    Gross Profit                              $  4,349  $  3,709  $  3,095
    Gross Margin %                                  41%       29%       37%


                             Eyeblaster's Business
                          (All amounts in thousands)

                                                2006      2007    YTD 2008
    Revenue                                   $ 18,829  $ 27,659  $ 44,737
    Cost of Revenues                          $  1,907  $  2,700  $  3,243
    Gross Profit                              $ 16,922  $ 24,959  $ 41,494
    Gross Margin %                                  90%       90%       93%

    (Source: Eyeblaster, Inc. Form S-1/A filed with the SEC on
     May 22, 2008.)



    Noteworthy, though Eyeblaster is now ten times larger than Enliven, its
    margins have always been about 90% -- even three years ago when
    Eyeblaster had smaller, comparable revenues.

--  The balance sheet does not support a price of $100 million for Enliven.
    Tangible book value is less than zero and cash and short term
    investments total to less than $2 million. The latter number is down
    from over $7 million at the end of last year. Losses since the business
    was formed are $300 million, and there has been almost nothing of value
    created for such a waste of capital.

--  The most recent 10Q for Enliven, filed with the SEC on August 11, 2008,
    contains the following warning, "We have limited capital resources as
    well as recurring operating losses and negative cash flows that are
    expected to continue for the foreseeable future. The conditions
    combined with the possibility of the accelerated payment of a
    $3.4 million subordinated note in the event our common stock is
    delisted raises substantial doubt about our ability to continue as a
    going concern."

--  A few days ago, DG FastChannel disclosed that, "based on Enliven's
    first six months performance, as of August 2008, DG FastChannel now
    expects full year 2008 revenue of Enliven of approximately
    $25.5 million, a reduction of approximately 14% from the full year 2008
    estimates provided by Enliven management prior to the execution of the
    merger agreement." (DG FastChannel Amendment No. 2 to Form S-4, filed
    on August 18, 2008, page 19.)

--  DG FastChannel also disclosed that, in the days leading up to the
    execution of the merger agreement, Enliven twice revised its financial
    projections downward but did not share these new projections to
    DG FastChannel. It is unclear whether DG FastChannel's financial
    advisor possessed Enliven's revised lower projections when it issued
    a fairness opinion on May 7, 2008. (DG FastChannel Amendment No. 2 to
    Form S-4, filed on August 18, 2008, pages 38 and 39.)

--  Finally, doing a "sum of the parts" analysis of Enliven only highlights
    Costa Brava's concerns about paying $100 million for the business. The
    late 2007 Springbox acquisition is now driving the year over year
    increases in Enliven's quarterly revenues. Enliven paid $5.5 million
    for Springbox. The 2005 acquisition of Unicast was a stock transaction
    including some debt assumption by Enliven. The apparent value on the
    deal completion date was under $8 million. Costa Brava believes the
    search business is worth less than $15 million today. How could the
    whole company be worth $100 million?

Importantly, there is nothing at Enliven to "bolt on" to any DG FastChannel business. There are no "network effects." Any benefits from the transaction will occur only because there is a new management team directing Enliven's efforts. But such benefits are not synergies that enhance Enliven's value to DG FastChannel's shareholders. Actually, the opposite is true.

Essentially, DG FastChannel's shareholders are paying $100 million in exchange for an opportunity to distract senior management from the tremendously successful organization they've created. Costa Brava's Seth Hamot concluded that, "We don't want the company to pay $100 million for a strategic distraction. The deal certainly doesn't 'pencil out,' and it's too much money to purchase what looks to be more of a problem rather than an opportunity."

Contact: Costa Brava Partnership III L.P. Seth Hamot 617-595-4405