DG Fast Channel, Enliven Get Hitched
ADOTAS – Enliven Marketing Technologies today announced that it’s merging with DG FastChannel to better leverage their individual suites of interactive marketing / technology and media solutions. The transaction values Enliven at $98 million, inclusive of $4.5 million of debt.
In mid-2007, DG FastChannel got into the interactive ad game when it snapped up a 12% equity ownership in Enliven.
“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,” Scott K. Ginsburg, chairman and CEO of DG FastChannel said, in a news release. “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.”
The deal stipulates that a wholly owned subsidiary of DG FastChannel will merge into Enliven. Each outstanding share of Enliven common stock will be converted into 0.051 shares of DG FastChannel common stock.
The company expects to issue about 4.5 million shares of DG FastChannel common stock, with the equity valued at about $83.3 million. 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.
DG FastChannel’s board of directors will be increased to nine members from its current seven: Patrick Vogt and Harold Weatherson, both on Enliven’s board, will join the combined board when the deal closes. Ginsburg will be chairman and CEO of the combined company; Vogt will continue to serve as Enliven’s CEO until the companies integrate. The combined company will be known as DG FastChannel.
Enliven was trading at $0.82, up about 16% as of 10:55 a.m., while DG FastChannel was trading at about $17.05, down 7.79%.
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