DG FastChannel(R) and Enliven Marketing Technologies Amend Merger Agreement
September 05 2008 - 6:30AM
Business Wire
DG FastChannel, Inc. (NASDAQ: DGIT) and Enliven Marketing
Technologies Corporation (NASDAQ: ENLV) (�Enliven�) announced today
that they have entered into an amended merger agreement regarding
DG FastChannel�s previously announced acquisition of Enliven in a
stock-for-stock transaction. The revised terms of the transaction
value Enliven at approximately $80 million, inclusive of
approximately $5.0 million of Enliven�s debt. Pursuant to the terms
of the revised merger agreement, each outstanding share of Enliven
common stock will be converted into 0.033 shares of DG FastChannel
common stock. In the aggregate, DG FastChannel expects to issue
approximately 2.9 million shares of its common stock (exclusive of
shares already owned by DG FastChannel). Under the terms of the
original merger agreement dated May 7, 2008, DG FastChannel
expected to issue 4.5 million shares of its common stock (exclusive
of shares already owned by DG FastChannel). Upon consummation of
the merger, DG FastChannel will have approximately 20.9 million
shares of common stock outstanding, with current DG FastChannel
shareholders owning approximately 86%, and current Enliven
shareholders (excluding DG FastChannel) owning approximately 14% of
the combined enterprise. DG FastChannel will also assume Enliven�s
outstanding debt. As part of the May 2007 strategic alliance
between the two companies, DG FastChannel purchased 10,750,000
Enliven common shares (approximately 12% 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 revised merger agreement, upon closing the
transaction, DG FastChannel�s Board of Directors will be increased
from seven to eight members, with Harvey D. Weatherson, a current
Enliven Board member, joining DG FastChannel's Board of Directors.
As a result of the merger, Enliven will 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. The revised terms of
the merger, expected to be completed within 30 days, have been
approved by the Board of Directors of both DG FastChannel and
Enliven Marketing Technologies. The merger is subject to a vote of
the Enliven shareholders, regulatory approvals and other customary
closing conditions. Enliven will distribute a supplement to its
proxy statement which will describe in greater detail the revised
terms of the merger, and the Enliven Board�s reasons for
recommending the revised terms to Enliven shareholders. 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 premium rich media. Enliven's
family of brands include Unicast, which is the Internet Marketing
and Advertising Technology Group, and Springbox, which is 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 revised terms of the proposed merger, DG
FastChannel and Enliven Marketing Technologies will file an updated
proxy/registration statement and other related documents with the
Securities and Exchange Commission (SEC). Investors and security
holders are urged to read the updated 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 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 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.
Participants in the Solicitation 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 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 has been set forth in the proxy statement/prospectus as
filed with the SEC. More detailed information regarding the
identity of potential participants, and their direct or indirect
interests, by securities, holdings or otherwise, are set forth in
the definitive proxy statement. 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.
Enlivex Therapeutics (NASDAQ:ENLV)
Historical Stock Chart
From Jun 2024 to Jul 2024
Enlivex Therapeutics (NASDAQ:ENLV)
Historical Stock Chart
From Jul 2023 to Jul 2024