DG FastChannel(TM) Commences Exchange Offer for Shares of Point.360.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) announced today that pursuant to its previously announced Agreement and Plan of Merger and Reorganization ("Merger Agreement") with Point.360 (NASDAQ: PTSX PTSX Paul Trap Simulator Experiment ), DG FastChannel has commenced an exchange offer for all shares of Point.360 common stock not already owned by DG FastChannel or Point.360. Subject to the terms and conditions of the exchange offer, Point.360 stockholders will receive approximately 0.1895 shares of DG FastChannel common stock for each share of Point.360 common stock (including the associated preferred share purchase rights) validly tendered in the exchange offer. The exact number of shares of DG FastChannel common stock to be exchanged for each share of Point.360 common stock will be obtained by dividing 2,000,000 by the number of shares of Point.360 common stock (excluding shares owned directly or indirectly by DG FastChannel or Point.360) issued and outstanding immediately prior to the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the offer. As of June 25, 2007, 10,554,730 shares of Point.360 common stock are assumed to be issued and outstanding (excluding shares owned directly or indirectly by DG FastChannel or Point.360) immediately prior to the consummation of the exchange offer. The board of directors of Point.360 has unanimously recommended that holders of Point.360 common stock accept the offer and tender their Point.360 common stock to DG FastChannel pursuant to the offer. A more detailed description of the recommendation of the Point.360 board of directors can be found in the Solicitation/Recommendation Statement on Schedule 14D-9 that Point.360 filed with the Securities and Exchange Commission (SEC) today. The offer is scheduled to expire at 12:00 midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Thursday, July 26, 2007, unless otherwise extended, and is subject to certain terms and conditions described in the offer documents being mailed to Point.360 shareholders and filed with the SEC. Those conditions include (1) there being validly tendered and not properly withdrawn prior to the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the offer at least a majority of the fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. shares of Point.360 common stock, calculated as described in the prospectus filed with SEC today, and (2) the completion of the spin-off The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders. to the Point.360 shareholders of New 360, a wholly-owned subsidiary of Point.360 to which Point.360 will contribute all of the assets owned, licensed or leased by Point.360 that are not used exclusively in connection with the advertising distribution business of Point.360. Haig S. Bagerdjian, the largest stockholder of Point.360 and its chairman, president and chief executive officer, who holds approximately 25.23% of the fully diluted shares of Point.360 common stock, previously entered into an agreement with DG FastChannel pursuant to which he will be required to tender his shares in the exchange offer. Following the offer, if consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. , DG FastChannel will cause Point.360 to complete a merger with and into DG FastChannel, with DG FastChannel continuing as the surviving corporation, in which each outstanding share of Point.360 common stock (except for shares beneficially owned directly or indirectly by DG FastChannel) will be converted into the right to receive shares of DG FastChannel common stock at the same exchange ratio used in the offer, subject to appraisal rights Appraisal rights A right of shareholders in a merger to demand the payment of a fair price for their shares, as determined independently. to the extent applicable under California law California Law consists of 29 codes, covering various subject areas, the State Constitution and Statutes. See also
Point.360 stockholders are urged to carefully read the offer documents and Point.360's Solicitation/Recommendation Statement. Copies of these documents may be obtained at no charge from the website maintained by the SEC at www.sec.gov. Copies of the offer documents may also be obtained at no charge from D.F. King & Co., Inc., the Information Agent for the offer, at (212) 269-5550 for banks and brokerage firms and (800) 488-8075 for all others. The e-mail address See Internet address. e-mail address - electronic mail address is info@dfking.com. About DG FastChannel, Inc. DG FastChannel (DGIT: Nasdaq) is the leading provider of next generation workflow solutions, digital media technology and delivery services to America's most esteemed brands. The Company's delivery network reaches over 21,000 television and radio stations, cable and TV networks, cable outlets and newspapers. DG FastChannel's service and proprietary product set are integrated to provide content providers, including brands and commercial production entities, news organizations, syndicated programmers This is a list of programmers notable for their contributions to software, either as original author or architect, or for later additions. See also: Game programmer, List of computer scientists , and video news release producers and broadcasters end-to-end digital solutions that maximize efficiency while reducing costs. DG FastChannel's advanced capabilities include online delivery of high-definition (HD) content, re-purposing of broadcast video for the Internet, management of digital assets, and ubiquitous satellite and Internet reach resulting in the industry's highest levels of reliability, speed and quality. For more information visit www.dgfastchannel.com. Additional Information A registration statement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the DG FastChannel common stock being offered has been previously filed with the SEC and has been amended as of today but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offer may be made only through the prospectus, which is part of the registration statement on Form S-4 filed with the SEC by DG FastChannel. DG FastChannel has also filed with the SEC a Schedule TO, and Point.360 has filed a Solicitation/recommendation statement on Schedule 14D-9, in each case with respect to the offer. DG FastChannel and Point.360 today mailed the prospectus of DG FastChannel and related exchange offer materials, as well as the Schedule 14D-9, to Point.360 shareholders. In addition, in connection with the Spin-Off, New 360 has filed a registration statement on Form 10 with the SEC that has not yet become effective, and expects to mail a prospectus of New 360 to Point.360 shareholders. Investors and security holders are urged to carefully read these documents and the other documents relating to the transactions contemplated by the Merger Agreement because these documents contain important information relating to such transactions. Investors and security holders may obtain a free copy of these documents and other annual, quarterly and special reports and other information filed with the SEC by DG FastChannel or Point.360, at the SEC's website at www.sec.gov. 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 DG FastChannel and its expectations for the proposed acquisition of Point.360's advertising distribution operations. 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 following: the risk that the offer and the merger will not close because of a failure to satisfy one or more of the closing conditions; the risk that DG FastChannel's business will have been adversely impacted during the pendency Pend´en`cy n. 1. The quality or state of being pendent or suspended. 2. The quality or state of being undecided, or in continuance; suspense; as, the pendency of a suit s>. of the offer and the merger; 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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