Business Services Industry

DG FastChannel® and Enliven Marketing Technologies to Merge Creating Leading Digital Advertising Solutions Company

Business Wire, May 8, 2008

Mr. Ginsburg commented, "Over the past few years, strategic investments in research and development have enabled DG FastChannel to offer efficient, 24/7 short- and long-form digital delivery technologies capable of distributing both high definition and standard definition video content anywhere and everywhere. Internet and mobile video advertising is currently the fastest growing advertising segment, and it's widely expected that many additional digital media outlets will be established wherever the consumer is capable of watching a moving picture. The combined entity will focus on this migration of content to computers, cell phones, smart phones, game players and other portable, mobile devices, while continuing to offer leading-edge solutions for television, cable, radio and print advertisers.

"Industry response to DG FastChannel/Enliven's offering of joint products that allow advertisers and agencies to re-purpose and re-configure their valuable broadcast video assets has been positive. The integration of our digital media services platform -- order management, digital asset management and ad distribution functionality -- in conjunction with Enliven's capabilities to create, serve and measure rich media ads across thousands of on-line publishers will bring together a very competitive product portfolio. Throughout this process, we will expand our relationships with advertisers and advertising agencies to distribute digital advertising content to any viable media outlet."

Pursuant to the terms of the merger agreement, a wholly-owned subsidiary of DG FastChannel will merge into Enliven. In the merger, each outstanding share of Enliven common stock will be converted into 0.051 shares of DG FastChannel common stock. In the aggregate, DG FastChannel expects to issue approximately 4.5 million shares of DG FastChannel common stock (exclusive of shares already owned by DG FastChannel) in the transaction with the equity valued at approximately $83.3 million, based on the last reported sale price of $18.49 on the Nasdaq Global Market. Upon consummation of the merger, DG FastChannel will have approximately 22.5 million shares of common stock outstanding, with current DG FastChannel shareholders owning approximately 80.0%, and current Enliven shareholders owning approximately 20.0% of the combined enterprise. DG FastChannel will assume Enliven's outstanding debt.

Mr. Vogt continued, "We are delighted to have structured this transaction in a manner that will allow Enliven shareholders to participate in the Company's future growth as we join forces with DG FastChannel. Together, DG FastChannel and Enliven will meet a wider set of customer needs and have a significantly greater opportunity to grow and expand into the emerging advertising markets."

As part of the May 2007 strategic alliance between the two companies, DG FastChannel purchased 10,750,000 Enliven common shares (approximately 12.0% of the Company's outstanding shares) in a private equity placement at a price of $0.40 per share, for an aggregate amount of $4.3 million.

 

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