MediaMind Technologies Responds to Inquiries Regarding Israeli Tax Withholding Law
22 July 2011 - 5:46AM
MediaMind Technologies Inc. (Nasdaq:MDMD), the leading independent
global provider of integrated digital advertising solutions, has
received a number of inquiries regarding certain Israeli tax issues
in connection with DG FastChannel Inc.'s outstanding tender offer
for all outstanding shares of MediaMind common stock, which is
currently set to expire at 12:00 Midnight on Friday, July 22, 2011.
In connection with the tender offer, MediaMind has applied for, and
expects to receive, a ruling from the Israeli Tax Authority that
exempts certain tendering shareholders that are not Israeli
residents from Israeli tax withholding, provided such shareholders
are able to make certifications establishing, among other matters,
that they (i) are not Israeli residents, (ii) own less than 5% of
MediaMind's outstanding shares and (iii) did not acquire their
shares prior to MediaMind's initial public offering on August 10,
2010. There can be no guarantee that MediaMind will obtain
such a ruling. Assuming a ruling is obtained, MediaMind
intends to make available to shareholders information required by
the ruling to permit them to comply with the certification
requirements, provided that shareholders respond within the time
that may be established by the Israeli Tax Authority. Payment
of the consideration for tendered shares may be held in escrow
pending receipt of a final ruling and/or the receipt of such
certifications and any other documentation required by the Israeli
Tax Authority. If Israeli tax withholding is required, shareholders
may be able to apply for a refund from the Israeli Tax Authority
with the assistance of their tax advisor. SHAREHOLDERS ARE URGED TO
READ THE TENDER OFFER MATERIALS, WHICH CONTAIN ADDITIONAL
INFORMATION CONCERNING ISRAELI TAX WITHHOLDING, AND, AS STATED IN
THE TENDER OFFER MATERIALS, TO CONSULT THEIR TAX ADVISORS REGARDING
ISRAELI TAX WITHHOLDING.
Notice to Investors
An affiliate of DG FastChannel, Inc. has filed a tender offer
statement on Schedule TO with the Securities and Exchange
Commission (the "SEC"), and MediaMind has filed a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement
(collectively, the "tender offer materials") contain important
information that should be read carefully before any decision is
made with respect to the tender offer. Those materials are
available to stockholders of MediaMind at no expense to them. In
addition, all of those materials (and all other offer documents
filed with the SEC) are available at no charge on the SEC's Web
site: www.sec.gov, and may also be obtained by contacting MacKenzie
Partners, Inc., the information agent for the offer, at (800)
322-2885 (toll free).
About MediaMind
MediaMind is a leading global provider of digital advertising
campaign management solutions to advertising agencies and
advertisers. MediaMind provides media and creative agencies,
advertisers and publishers with an integrated platform to manage
campaigns across digital media channels and a variety of formats,
including rich media, in-stream video, display and search.
Headquartered in New York, MediaMind delivered during 2010
campaigns for approximately 9,000 brand advertisers, servicing
approximately 3,800 media agencies and creative agencies across
approximately 8,200 global web publishers in 64 countries
throughout North America, South America, Europe, Asia Pacific,
Africa and the Middle East. For more information on MediaMind,
visit http://www.MediaMind.com
Forward-Looking Statements
This press release contains statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than
statements of historical facts are forward-looking statements.
These statements include descriptions regarding the intent, belief
or current expectations of the Company or its officers with respect
to the future consolidated results of operations and financial
condition of the Company, the continued global growth of digital
advertising, and the Company's ability to continue to gain market
share and capitalize on the anticipated global growth of digital
advertising. Such forward-looking statements are not guarantees of
future performance and involve known and unknown risks,
uncertainties, and other factors that may cause actual results,
performance or achievements to be materially different from those
expressed or implied in the forward-looking statements as a result
of various factors and assumptions, including factors discussed
under the heading "Risk Factors" in our final prospectus related to
our initial public offering filed on August 12, 2010, our Annual
Report on form 10K filed on March 8, 2011 and additional reports we
file with the Securities and Exchange Commission.
CONTACT: Investor Contacts:
Jonathan Schaffer
The Blueshirt Group
T: 212.871.3953
ir@mediamind.com
Media Contact:
Alex Wellins
The Blueshirt Group
T: 415.217.5861
ir@mediamind.com
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