DG FastChannel(R) Completes Acquisition of Enliven Marketing Technologies
03 October 2008 - 6:30AM
Business Wire
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. 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.
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.
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