DG FastChannel(R) Completes Acquisition of Enliven Marketing Technologies.- DG FastChannel Brings Integrated Advertising Solutions for the Transition from Traditional Analog Processes to Digital Media Solutions - - Unicast and Springbox Now Independent Operating Units operating unit A type of operating company that engages in transactions with outsiders and that is owned by another business. For example, in 1995 the stockholders of Capital Cities/ABC approved a $19 billion merger with the Walt Disney Company, whereupon of DG FastChannel - - DG FastChannel to Realize Substantial Operational and Financial Synergies - DALLAS -- DG FastChannel, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : DGIT), a leading provider of digital media services to the advertising and broadcast industries, announced today that its acquisition of Enliven en·liv·en tr.v. en·liv·ened, en·liv·en·ing, en·liv·ens To make lively or spirited; animate. en·liv  en·er n. Marketing Technologies
Corporation (NASDAQ: ENLV) was completed. Valued at approximately $71
million, inclusive of inclusive ofprep. Taking into consideration or account; including. approximately $5.0 million of debt, the Company merged with Enliven in a stock-for-stock transaction. Scott K. Ginsburg, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. 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 Creative Services are a subsector of the creative industries, a part of the economy that creates wealth by offering creativity for hire to other businesses. Examples include:
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 See rotating ad. , the frequency with which an ad may be deployed, and other metrics metrics Managed care A popular term for standards by which the quality of a product, service, or outcome of a particular form of Pt management is evaluated. See TQM. ), 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 ag·nos·tic n. 1. a. One who believes that it is impossible to know whether there is a God. b. One who is skeptical about the existence of God but does not profess true atheism. 2. , 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 (Advanced Micro Devices, Inc., Sunnyvale, CA, www.amd.com) A major manufacturer of semiconductor devices including x86-compatible CPUs, embedded processors, flash memories, programmable logic devices and networking chips. , 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 See Internet advertising. technology company offering online marketing and advertising solutions through a powerful combination of proprietary visualization Using the computer to convert data into picture form. The most basic visualization is that of turning transaction data and summary information into charts and graphs. Visualization is used in computer-aided design (CAD) to render screen images into 3D models that can be viewed from all 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 Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. for Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Statements in this Press Release may contain certain forward-looking statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc 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 Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. , quarterly reports on Form 10-Q Form 10-Q See 10-Q. , current reports on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. and other documents filed with the SEC. |
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