Digital Generation, Inc. Reaches Agreement With Meruelo Stockholders
07 Outubro 2013 - 5:17PM
Marketwired
Digital Generation, Inc. Reaches Agreement With Meruelo
Stockholders
DALLAS, TX--(Marketwired - Oct 7, 2013) - Digital Generation,
Inc. (NASDAQ: DGIT), the world's leading ad management and
distribution platform, today announced that it has reached an
agreement with Alex Meruelo, Meruelo Investment Partners LLC and
the Alex Meruelo Living Trust (the "Meruelo Stockholders") relating
to the previously announced intention of the Meruelo Stockholders
to propose director nominees to the Company's Board of Directors
and to seek certain governance changes.
Under the terms of the agreement and subject to the terms
thereto, the Meruelo Stockholders have agreed to vote the shares of
Company common stock beneficially owned by them in favor of the
merger of the Company with Extreme Reach, Inc. announced by the
Company on August 13, 2013, including the advisory vote with
respect to compensation payable to Company executives as a result
of the merger. In addition, the Meruelo Stockholders will vote
their Company shares in favor of any candidates nominated by the
Company's Board for election to the Company's Board should any
election take place at a stockholders' meeting held prior to the
Company's merger with Extreme Reach. The merger is expected to
close in the first quarter of 2014 following a special meeting to
be called for stockholder approval of the merger, and is subject to
regulatory approval.
Immediately prior to the merger, the Company intends to
distribute shares pro-rata to all stockholders of a new online
subsidiary ("The New Online Company") in partial redemption of its
outstanding common shares. As part of the agreement with the
Meruelo Stockholders, the Company has agreed that the board of
directors for The New Online Company will have seven seats, and
that all directors will be elected annually. The Meruelo
Stockholders will have the right to appoint one director to The New
Online Company's board, and to propose at least three individuals
to be considered for one of the six remaining seats to The New
Online Company's board. The Company has agreed to propose two
additional individuals of its choosing for that one seat and to
provide the Meruelo Stockholders with an opportunity to confer with
those individuals. The Company's CEO will, in consultation
with the Company's Board and in accordance with the Company's
nominating and governance process, select the individual from the
nominees under consideration to fill that one seat on The New
Online Company's board. The individual to be selected is
anticipated to serve on the audit committee for The New Online
Company, subject to meeting independence and other requirements
under the rules and regulations of the Securities and Exchange
Commission and NASDAQ.
Should the Meruelo Stockholders reduce their beneficial
ownership of The New Online Company's common shares to less than
8.5% of the outstanding shares, the director appointed by the
Meruelo Stockholders to The New Online Company board will
resign. The Meruelo Stockholders have agreed to support
candidates nominated by The New Online Company to its board at its
first annual meeting anticipated to be held in the fourth quarter
of 2014, and will not initiate a proxy contest or participate in
any attempt to take control of The New Online Company until at
least the first quarter of 2015, if ever, subject to certain
limitations. Further, the Meruelo Stockholders have agreed to
dismiss with prejudice their lawsuit challenging certain provisions
of the Company's Bylaws with respect to its classified Board,
currently pending in the Delaware Court of Chancery. The
Company has agreed to reimburse the Meruelo Stockholders up to
$119,000 in legal costs relating to the litigation.
"We believe this agreement with the Meruelo Stockholders is in
the best interests of the Company and all stockholders," commented
Neil Nguyen, CEO. "This agreement allows management and the DG
Board to focus on completing the merger transaction with Extreme
Reach and on our long-term strategy for The New Online
Company. We remain very enthusiastic regarding The New Online
Company's future in the growing world of digital advertising."
"As the largest shareholder of DG, we are pleased to announce
our settlement with the Company's Board and management, and to
offer our support for the merger with Extreme Reach," remarked Alex
Meruelo. "With this settlement and the announcement of the merger,
we applaud the Company for addressing our concerns and the concerns
of all shareholders in regards to DG's strategic alternatives
process, and the corporate governance and direction of The New
Online Company. The settlement agreement includes several
governance provisions that we believe should ensure the
independence of The New Online Company's board, and ensure that
maximizing shareholder value remains at the forefront of the
Company's actions. We look forward to being a part of the long-term
success of The New Online Company, and to working with the board
and management to maximize value for all shareholders."
About DG
DG connects over 11,000 global advertisers and agencies with
their targeted audiences through an expansive network of over 6,000
television broadcast stations and over 11,500 web publishers in 75
countries. The Company's television division utilizes
best-in-class network and content management technologies, creative
and production resources, digital asset management and syndication
services that enable advertisers and agencies to work faster,
smarter and more competitively. The Company's online division,
MediaMind, allows marketers to benefit from optimized management of
online advertising campaigns while maximizing data driven
advertising. For more information, visit www.DGit.com.
Forward-Looking Statements
This press release contains statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other
than statements of historical facts are forward-looking
statements. Such forward-looking statements are not guarantees
of future performance and involve known and unknown risks,
uncertainties, and other factors, including factors discussed under
the heading "Risk Factors" in DG's Annual Report on Form 10-K filed
on March 15, 2013 and additional reports DG files with the
Securities and Exchange Commission.
For more information contact: JoAnn Horne Market Street Partners
415/445-3233
Digital Generation Systems (NASDAQ:DGIT)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Digital Generation Systems (NASDAQ:DGIT)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024