DG Completes Tender Offer for MediaMind
25 July 2011 - 9:30PM
Marketwired
DG® (NASDAQ: DGIT), a leading provider of digital media services to
the advertising, entertainment and broadcast industries, today
announced the successful completion of the cash tender offer by DG
Acquisition Corp. VII, a wholly owned subsidiary of DG, for all
outstanding shares of common stock of MediaMind Technologies, Inc.
(NASDAQ: MDMD) for $22.00 per share in cash, without interest. The
tender offer and withdrawal rights expired at 12:00 midnight, New
York City time, on Friday, July 22, 2011.
The depositary for the tender offer has advised DG that, as of
the expiration time, an aggregate of 18,168,978 MediaMind shares
(including approximately 3,055,756 shares subject to guarantees of
delivery), representing approximately 93.4 percent of MediaMind's
total outstanding shares as of the close of business on July 22,
2011, were validly tendered and not validly withdrawn in the tender
offer. All shares that were validly tendered and not properly
withdrawn in the tender offer have been accepted for payment.
Pursuant to the terms of the previously announced merger
agreement entered into between DG and MediaMind, DG intends to
complete the acquisition by effecting a "short-form" merger under
Delaware law and MediaMind will become a direct, wholly-owned
subsidiary of DG. As a result of the merger, any shares of
MediaMind common stock not tendered will be cancelled and (other
than shares, if any, owned by MediaMind, DG, DG Acquisition Corp.
VII, or their subsidiaries or affiliates, or by MediaMind's
stockholders who are entitled to and properly exercise their
appraisal rights under Delaware law) converted into the right to
receive $22.00 in cash, without interest, the same price that was
paid in the tender offer. The acquisition is expected to close in
the coming days. Following the merger, MediaMind's common stock
will cease to trade on NASDAQ.
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, which has
expired, was 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 about 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.
Forward-Looking Statements
This press release contains statements that constitute
forward-looking statements. All statements other than statements of
historical facts are forward-looking statements. 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 DG's Annual Report on form 10K filed on March 1, 2011
and additional reports DG files with the Securities and Exchange
Commission.
For more information contact: DG Omar Choucair Chief
Financial Officer 972-581-2000 JoAnn Horne Market Street Partners
415-445-3233
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