NEW YORK, May 7, 2008 – On May 7, 2008, Enliven Marketing Technologies Corporation (NASDAQ: ENLV) entered into a definitive merger agreement with DG FastChannel, Inc., pursuant to which a wholly-owned subsidiary of DG FastChannel will merge into Enliven in a stock-for-stock transaction. The approximate value of the transaction is $100 million, based on DG FastChannel's closing stock price and assumption of outstanding Enliven debt.
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. 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.
The transactions are subject to a vote of DG FastChannel and Enliven stockholders, regulatory approvals and other customary closing conditions. The merger is expected to close during the third quarter of 2008.
The Milbank team was led by Global Corporate partners Robert S. Reder and Alexander M. Kaye and included associates Megan P. Moore and Rachel Fink. Others involved in the transaction were Tax partners Dale Ponikvar and Paul J. Wessel and associate Nicole Leyton; Litigation partner Jack Griem, of counsel Charles W. Westland and associate Anna Brook.
About Enliven
Enliven (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. The company has offices in New York, NY, Los Angeles, CA, Austin, TX and London, England.
About DG FastChannel
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.
About Milbank
Milbank, Tweed, Hadley & McCloy LLP is a preeminent global law firm that for more than 140 years has provided innovative legal solutions in many of the world’s largest, most complex, “first-ever” corporate transactions and litigation. Our transactional expertise includes capital markets, corporate finance and transactions, project finance, acquisition finance, and other major fields of law practice. Milbank litigation teams resolve disputes involving mergers and acquisitions, proxy battles, financings and securities offerings, intellectual property, white collar crime, and corporate restructurings, among others. Our clients range from prominent multinational financial, industrial and commercial enterprises to governments, institutions and individuals. The firm is headquartered in New York with offices in Beijing, Frankfurt, Hong Kong, London, Los Angeles, Munich, Singapore, Tokyo and Washington, DC.