DG FastChannel, Inc. Announces Commencement of Tender Offer and Early Termination of Hart-Scott-Rodino Act Waiting Period
28 June 2011 - 10:15PM
Marketwired
DG® (NASDAQ: DGIT), a leading provider of digital media services to
the advertising, entertainment and broadcast industries, today
announced that a direct wholly-owned subsidiary of DG, DG
Acquisition Corp. VII, has commenced the previously announced
tender offer to acquire all of the outstanding shares of common
stock of MediaMind Technologies Inc. (NASDAQ: MDMD), a leading
global provider of integrated digital advertising solutions, for
$22.00 per share in cash, without interest. DG and MediaMind
announced on June 16, 2011 the signing of a definitive merger
agreement pursuant to which DG's subsidiary would commence a tender
offer for all of MediaMind's public shares. The terms of the merger
agreement were approved by the boards of directors of DG and
MediaMind.
The tender offer and withdrawal rights are scheduled to expire
at 12:00 midnight, New York City time, on July 22, 2011, unless the
tender offer is extended or earlier terminated in accordance with
the terms of the merger agreement and the applicable rules and
regulations of the Securities and Exchange Commission. In addition
to customary conditions, the tender offer is subject to there being
validly tendered in the offer and not properly withdrawn before the
expiration of the offer, a number of shares of MediaMind that,
together with the shares of MediaMind owned of record by DG or any
of its subsidiaries, if any, represents at least a majority of the
shares of MediaMind outstanding, on a fully diluted basis. The
Tender Offer is not subject to a financing condition.
In addition, on June 24, 2011, the Federal Trade Commission
granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"), in connection with the tender offer. Accordingly,
the condition to the tender offer that all statutory waiting
periods applicable to the tender offer under the HSR Act shall have
expired or been terminated has been satisfied. The tender offer
continues to be conditioned upon the conditions as described above
and in the offer to purchase, the related letter of transmittal and
other tender offer materials that DG filed with the Securities and
Exchange Commission on June 24, 2011.
Goldman Sachs & Co. and Bank of America Merrill Lynch acted
as financial advisors and Latham & Watkins LLP provided legal
advice to DG.
Important Information about the Tender
Offer
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of MediaMind common stock has been made
pursuant to an offer to purchase and related materials that DG
filed with the Securities and Exchange Commission. At the time the
tender offer was commenced, on June 24, 2011, DG filed a Tender
Offer Statement on Schedule TO with the Securities and Exchange
Commission, and immediately thereafter on June 24, 2011, MediaMind
filed a Solicitation/Recommendation Statement on Schedule 14D-9
with respect to the Tender Offer. THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND OTHER OFFER DOCUMENTS), AND THE SOLICITATION/ RECOMMENDATION
STATEMENT, IN EACH CASE, AS AMENDED, CONTAIN IMPORTANT INFORMATION
THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TENDER OFFER. These materials have been
sent free of charge to all stockholders of MediaMind. In addition,
all of these materials are available at no charge from the
Securities and Exchange Commission through its web site at
www.sec.gov or from the Dealer Manager or Information Agent named
in the tender offer materials.
About DG
DG FastChannel®, Inc. (now known as DG) provides innovative
technology-based solutions to the advertising, broadcast and
publishing industries. The Company serves more than 5,000
advertisers and agencies through a media distribution network of
more than 28,000 radio, television, print and Web publishing
destinations throughout the United States, Canada and Europe. DG
utilizes satellite and internet transmission technologies, creative
and production resources, digital asset management and syndication
services that enable advertisers and agencies to work faster,
smarter and more competitively. Through its MIJO, Unicast,
SourceEcreative, Treehouse and Springbox operating units, DG
extends its benchmark of excellence to a wide roster of services
ranging from custom rich media solutions and interactive marketing
to direct response marketing and global creative intelligence. For
more information, visit www.DGit.com.
For more information contact: Omar Choucair Chief Financial
Officer DG 972/581-2000 JoAnn Horne Market Street Partners
415/445-3233
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