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News Announcement For
Immediate Release
For
more information contact:
Omar Choucair Joseph Jaffoni Ann Charles
Chief Financial Officer Jaffoni & Collins Enliven Marketing Technologies
DG FastChannel, Inc. 212/835-8500 212/201-0836
972/581-2000 dgit@jcir.com acharles@enliven.com
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Combined Entity to Offer Advanced Digital Media Services, Ad Distribution,
Internet Marketing and Online and Mobile Advertising Solutions -
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Transaction Valued at Approximately $98.0 Million -
DALLAS,
TX and New York, (May 8, 2008) – DG FastChannel, Inc. (NASDAQ: DGIT) and
Enliven Marketing Technologies Corporation (NASDAQ: ENLV) (“Enliven”) announced
today that they have entered into a definitive agreement to merge in a
stock-for-stock transaction. The merger
will combine DG FastChannel’s leadership in traditional advertising and
media distribution services with Enliven’s groundbreaking digital marketing
technologies for online, mobile and in-game advertising solutions. The proposed transaction values Enliven at
approximately $98.0 million, inclusive of approximately $4.5 million of
Enliven’s debt. The transaction firmly
establishes DG FastChannel as a full participant in the Internet and
mobile advertising space.
The
world’s most esteemed brands and agencies rely upon DG FastChannel to manage and distribute their valuable advertising
assets including national and local television and cable, radio, and print
advertising content. DG FastChannel entered the new media
sector in mid-2007, when it acquired a 12% equity ownership interest in Enliven
Marketing Technologies. As a combined
entity, DG FastChannel and Enliven will address the video market of the
future more effectively, and the business combination will enhance the
prospects of each company.
Commenting
on the transaction, Scott K. Ginsburg, Chairman and CEO of DG FastChannel said,
“The merger with Enliven increases the breadth of our next generation, digital
media platform and brings our customers an integrated advertising solution
featuring state-of-the-art technologies.
The incredible growth rates for online media, and specifically rich
media advertising, have taken the world by storm, and brands and advertisers
are seeking efficient solutions that bridge the gulf between traditional and
new media. This merger brings together
two innovative companies, one whose history and expertise has been focused on
traditional media distribution and the other whose core competencies are in the
new media sector. The combined company
will deploy a robust platform for advertisers and agencies to harmonize both
‘offline’ and ‘online’ advertising campaigns.
“Both
DG FastChannel and Enliven have developed best-in-class advertising
toolsets, and provide the advertising community with
advanced digital marketing solutions.
Given the proliferation of video outlets spanning traditional
media outlets and Internet, mobile and other emerging new media distribution
points, there is a compelling opportunity for the combined entity to provide
advertisers with an easy-to-use, single workflow platform to meet the complex
demands of the rapidly evolving media landscape.
“Our joint vision
is to reach every critical viewing consumption point, provide workflow tools
and related digital media services, and help advertisers generate efficiencies
and the highest possible return on their marketing investments.”
The combined company will
provide a broad range of digital media services including:
§ Traditional
media distribution capabilities reaching television, cable, and television and
cable networks, radio stations, and print outlets;
§ Digital
technology services including one of the industry’s most innovative rich media
ad solutions, 3-D, Hologram, HD3D applications, campaign management, mobile and
Internet ad delivery and flexible reporting toolsets via the Unicast brand infrastructure;
§ Best-in-class
digital marketing strategy, creative, media planning and website development
services leveraging the SpringBox
interactive agency brand;
§ Post
production media services performed throughout seven full service U.S service
centers and three international offices;
§ Online
business intelligence products including the world’s largest searchable
database of television advertisements leveraging its SourceECreative® brand; and,
§ Digital
asset management and order management systems for ingest, archiving and
collaborating virtually every type of media asset.
“Customers are demanding
integrated solutions that facilitate management of rich and emerging digital
marketing content across all medium,” said Patrick Vogt, CEO of Enliven. “By combining DG FastChannels’
innovative media solutions with Enliven’s unique Internet marketing and
advertising technology, we will deliver a technology platform that will drive
efficiencies and enhancements across the entire advertising value chain. Furthermore, DG FastChannel
shares our industry vision and complements our strengths, namely technology
leadership and customer focused innovation.”
Enliven’s
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, the frequency with which an ad
may be deployed, and other metrics), 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, delivering advertisements that work
seamlessly with all industry technologies and formats.
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.
In accordance with the merger agreement, DG FastChannel’s Board of
Directors will be increased from seven to nine members, with Patrick Vogt and
Harold D. Weatherson, both current Enliven
Board members, joining the combined Board of Directors upon closing. DG FastChannel’s Scott K. Ginsburg
will be Chairman and CEO of the combined company and DG FastChannel’s
CFO Omar Choucair will continue to serve in this capacity. Patrick Vogt will continue to serve as
Enliven’s Chief Executive Officer through closing assisting in integration of
the two companies. The combined company will continue to be known as DG FastChannel.
In
the twelve months ended December 31, 2007, the combined entity generated pro forma
revenues of approximately $178.4 million and pro forma EBITDA of $57.9 million
(assuming all 2007 acquisitions, as well as the pending Vyvx Ad Distribution
business and the Enliven business and related operating synergies were
effective as of January 1, 2007). DG
FastChannel expects to achieve operating and financial synergies based on
the combination of the two companies’ respective digital distribution
platforms. The new entity 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. With common revenue sources
(advertisers and brands), distributors (broadcasters, online publishers via the
Internet, mobile devices, interactive entertainment devices), business targets
(consumers), ownership and the Company’s intellectual property portfolio, the
combination will pursue significant cross-promotional, delivery and new
application opportunities.
Mr.
Ginsburg added, “Financially,
the merger with Enliven both expands and diversifies DG FastChannel’s
revenue sources. By
adding Enliven’s digital marketing solutions to DG FastChannel’s ads
distribution revenue base, DG FastChannel will also diversify its
product offering as the advertising industry diversifies its advertising
spending. The transaction also provides
significant opportunities for operational synergies and our shareholders will
benefit from our proven ability to combine like businesses and drive superior
returns.
“DG FastChannel in a separate press
release today, reported 2008 first quarter results including a 47% rise in
revenue, 58% increase in EBITDA and first quarter 2008 revenue from the
delivery of high definition advertising of $3.6 million. We remain very comfortable with our 2008
targets for revenue in a range of $126 million to $130 million and pro forma
EBITDA in a range of approximately $44 million to $48 million. This guidance does not include contributions
from Vyvx or Enliven.”
The
merger, expected to be completed during the third quarter of 2008, has been
approved by the Board of Directors of DG FastChannel and Enliven
Marketing Technologies and is subject to a vote of DG FastChannel and Enliven shareholders, regulatory approvals and
other customary closing conditions.
Latham & Watkins LLP acted as legal advisor to DG FastChannel in the transaction.
Milbank, Tweed, Hadley & McCloy LLP acted as legal advisor to
Enliven Marketing Technologies Corporation in the transaction. BMO Capital Markets acted as financial
advisor to DG FastChannel in the transaction. Needham & Co. acted as financial advisor
to Enliven Marketing Technologies in this transaction.
DG
FastChannel and Enliven will be hosting a conference
call and simultaneous webcast today, Thursday,
May 8, 2008 at 11:00 a.m. EDT, both of which are open to the
general public. To access the conference
call by telephone, interested parties may dial 800/954-0629. Participants can access the webcast through DG FastChannel’s website at www.dgfastchannel.com. Questions and answers will be taken only from
participants on the conference call. For
the webcast, please allow 15 minutes to register and download and install any
necessary software. Following the call’s
completion, a replay will also be available for 30 days on the Internet from DG FastChannel’s website.
About DG FastChannel, Inc.
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. 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 for Forward-Looking
Statements
Statements
in this Press Release may contain certain forward-looking statements relating
to DG FastChannel and its
expectations for the proposed merger with Enliven Marketing Technologies.
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 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 of 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, quarterly reports on Form 10-Q, current reports on Form 8-K and other
documents filed with the SEC.
About Enliven Marketing
Technologies
Enliven Marketing Technologies
Corporation (formerly Viewpoint Corporation) is a leading Internet Marketing
Technology Company, offering Internet marketing and online advertising
solutions through a powerful combination of proprietary visualization
technology, and a Premium Rich Media advertising platform for the creation,
delivery and reporting of PRM.
Enliven's family of brands
include Unicast, the Internet Marketing and Advertising Technology Group, and
Springbox, the Creative Digital Marketing Solutions Group. The company's
technology and online advertising solutions are leveraged by some of the
world's most esteemed brands, including AOL, GE, Sony, and Toyota. More
information can be found at www.enliven.com.
The company has approximately 140 employees with offices in New York, NY, Los
Angeles, CA, Austin, TX and London, England.
Safe Harbor for Forward-Looking
Statements
Statements
in this Press Release may contain certain forward-looking statements relating
to Enliven Marketing Technologies and
its expectations for the proposed merger with DG FastChannel. All
statements included in this Press Release concerning activities, events or
developments that Enliven Marketing
Technologies 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 Enliven Marketing Technologies’
business will have been adversely impacted during the pendency 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
Enliven Marketing Technologies’ Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and other documents filed with the
SEC.
Additional Information
In connection with the
proposed merger, DG
FastChannel and Enliven Marketing
Technologies
will file a proxy/registration statement and other related documents with the
Securities and Exchange Commission (SEC).
Investors and security holders are urged to read the proxy/registration
statement when it becomes available as it will contain important information
about the merger and related matters.
Investors and security holders will have access to free copies of the
proxy statement (when available) and other documents filed with the SEC by DG
FastChannel through the SEC web site at www.sec.gov.
The proxy/registration statement and related materials may also be
obtained for free (when available) from DG FastChannel, Inc. by directing a request to: DG FastChannel, Inc. Attn: Investor Relations
Department, 750 West John Carpenter Freeway, Suite 700, Irving, TX 75039, telephone 972/581-2000.
DG FastChannel, Enliven Marketing Technologies and their respective executive officers and directors and certain other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from DG FastChannel and Enliven Marketing Technologies' stockholders with respect to the proposed merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective companies’ stockholders in connection with the proposed merger will be set forth in the proxy statement/prospectus when it is filed with the SEC. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will also be set forth in the definitive proxy statement. You can find information about DG FastChannel's executive officers and directors in its definitive proxy statement filed with the SEC on May 6, 2008. You can find information about Enliven Marketing Technology's executive officers and directors in Amendment No. 1 to its annual report on Form 10-K filed with the SEC on April 29, 2008.
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