Digital Generation, Inc. Announces Filing of Definitive Proxy
Statement
Special Meeting of Stockholders to Be Held on February 3,
2014
DALLAS, TX--(Marketwired - Jan 14, 2014) - Digital Generation,
Inc. (NASDAQ: DGIT), the world's leading ad management and
distribution platform, today announced that it has filed a
definitive proxy statement with the U.S. Securities and Exchange
Commission regarding the merger transaction with Extreme Reach,
Inc. and a wholly-owned subsidiary of Extreme Reach and has set the
date for a special meeting of stockholders to approve the
transaction.
The Company's special meeting of stockholders will be held on
Monday, February 3, 2014, at 10 a.m. local time. The meeting will
be held at the Four Seasons Resort and Club Dallas at Las Colinas
at 4150 North MacArthur Boulevard, Irving, Texas 75038.
All stockholders of record of the Company's common stock as of
the close of business on January 3, 2014 will be entitled to vote
their shares either in person or by proxy. If you have any
questions or need assistance voting your shares, please contact our
proxy solicitation agent, MacKenzie Partners, Inc., at (212)
929-5500. If the Company's stockholders adopt and approve the
merger agreement, and the spin-off and merger transaction is
completed, holders of the Company's common stock will receive (i)
the distribution of one share of common stock of The New Online
Company, a newly-formed subsidiary of the Company, for each share
of DG common stock that they currently hold in partial redemption
of their DG shares; and (ii) approximately $3.00 in cash, without
interest, for each share of DG's common stock they currently hold
(except for shares held by stockholders who have properly exercised
their dissenter's rights of appraisal under Delaware law), as
described in the definitive proxy statement.
The Company's board of directors has unanimously approved the
transactions contemplated by the merger agreement, including the
spin-off and merger transaction, and determined that the merger
agreement and the consummation of the transactions contemplated by
the merger agreement, including the spin-off and merger
transaction, are advisable, fair to and in the best interests of
our stockholders. The Company's board of directors recommends that
the Company's stockholders vote "FOR" adoption and approval of the
merger agreement.
The transaction, which is expected to be completed early in
2014, remains subject to the satisfaction of the closing conditions
set forth in the merger agreement, including approval and adoption
of the merger agreement by the Company's stockholders at the
special meeting.
Additional Information and Where To Find It
The Company filed with the SEC on January 13, 2014 and mailed on
or about January 13, 2014 to the Company's stockholders of record
as of January 3, 2014, a proxy statement in connection with the
merger transaction (the "Proxy Statement"). Accompanying the Proxy
Statement is an information statement filed by The New Online
Company, a newly-formed subsidiary of the Company (the "Information
Statement"). The Proxy Statement and Information Statement contain
important information about the Company, The New Online Company,
the merger and related matters. Investors and security holders are
urged to read the Proxy Statement, Information Statement and any
other relevant documents carefully.
Investors and security holders will be able to obtain free
copies of the Proxy Statement, Information Statement and other
documents filed with the SEC through the web site maintained by the
SEC at www.sec.gov.
In addition, investors and security holders will be able to
obtain free copies of the Proxy Statement and Information Statement
from the Company by contacting Investor Relations, Digital
Generation, Inc., 750 West John Carpenter Freeway, Suite 700,
Irving, Texas 75039, (972) 581-2000.
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies relating
to the transactions contemplated by the merger agreement.
Information regarding the Company's directors and executive
officers is contained in the Company's Annual Report on Form 10-K
and Amendment No. 1 to the Annual Report on Form 10-K for the year
ended December 31, 2012 as filed with the SEC on March 15, 2013 and
April 30, 2013, respectively.
About DG
DG (NASDAQ: DGIT) is the leading global multiscreen advertising
management and distribution platform, fueling campaign management
across TV, online, mobile and beyond. Through a combination of
technology and services, DG empowers brands and advertisers to work
faster, smarter and more competitively. Boasting the world's
largest hybrid satellite and Internet network for broadcast video
delivery, the Company's unparalleled campaign management
encompasses multiscreen ad delivery, cross-channel research and
analytics, and unified asset management. The DG product portfolio
consists of two overarching product lines for online and video
campaign management: MediaMind and VideoFusion.
With New York as a center of operations, DG is a global company
that connects over 14,000 advertisers and 7,400 agencies worldwide
with their targeted audiences through an expansive network of over
50,000 media destinations across TV broadcast and digital
advertising in about 78 countries, managing approximately ten
percent of the world's media assets. For more information, visit
http://www.dgit.com.
Cautionary Note Regarding Forward-Looking Statements
Statements in this communication regarding the proposed
transactions, the expected timing for completing the proposed
transactions, future financial and operating results, benefits,
synergies, future opportunities of the proposed transactions and
any other statements about the Company's future expectations,
beliefs, goals, plans or prospects constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Any statements that are not statements of
historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," "estimates" and
similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including: the
ability to consummate the proposed transactions; the ability to
obtain the requisite stockholder approvals in a timely manner or
otherwise; failure to satisfy other conditions to consummation of
the transactions; the ability of Extreme Reach to consummate the
necessary debt financing arrangements set forth in financing
letters received by Extreme Reach; changes in government
regulation; the ability to successfully separate operations and
employees; the potential impact of the announcement of the
transactions or consummation of the transactions on relationships
with employees, suppliers, customers and competitors;
international, national or local economic, social or political
conditions that could adversely affect the parties to the
transactions or their customers; conditions in the credit markets;
and the parties' international operations, which are subject to the
risks of currency fluctuations and foreign exchange controls and
the other risks and uncertainties that affect the parties'
businesses, including those described in the Company's Annual
Report on Form 10-K for the year ended December 31, 2012. In
addition, any forward-looking statements represent the Company's
estimates only as of the date hereof and should not be relied upon
as representing the Company's estimates as of any subsequent date.
The Company disclaims any intention or obligation to update the
forward-looking statements to reflect subsequent events or
circumstances or update the reasons that actual results could
differ materially from those anticipated in forward-looking
statements, except as required by law.
For more information contact: Dan Burch / Laurie Connell
MacKenzie Partners, Inc. 212/929-5500 JoAnn Horne Market Street
Partners 415/445-3233
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