DG FastChannel(R) Completes Acquisition of Enliven Marketing Technologies

  
    
  
  
    
      DG FastChannel, Inc. (NASDAQ: DGIT), a leading provider of 
      digital media services to the advertising and broadcast industries, 
      announced today that its acquisition of Enliven Marketing Technologies 
      Corporation (NASDAQ: ENLV) was completed. Valued at approximately $71 
      million, inclusive of approximately $5.0 million of debt, the Company 
      merged with Enliven in a stock-for-stock transaction.
    
    
      Scott K. Ginsburg, Chairman and CEO of DG FastChannel, commented, “This 
      transaction combines DG FastChannel’s 
      leadership in traditional advertising and media distribution 
      services with Unicast’s unique digital 
      marketing technologies and the creative digital marketing solutions 
      brought to the market by Springbox. As we look forward, the 
      Company is participating in the fastest growing verticals in the 
      advertising industry: HD advertising distribution, rich media for online 
      and mobile advertising, and digital marketing and creative services. 
      This expanded product mix diversifies our revenue sources and leverages 
      our nationwide operating platform. Our customers and shareholders are 
      the beneficiaries of this expansion.
    
    
      Unicast
    
    
      Unicast technology enables publishers, advertisers, and their 
      agencies to manage the complex process of deploying online and mobile 
      advertising campaigns. This process includes creating the advertising 
      assets, selecting the sites on which the advertisements will be 
      deployed, setting the campaign parameters (ad rotation, the frequency 
      with which an ad may be deployed, and other metrics), deployment, and 
      tracking campaign results. Unicast was designed to integrate 
      creative assembly with campaign management and detailed performance 
      analysis.
    
    
      In addition, Unicast has broad capabilities to deliver ad formats 
      and media types, including several different video formats, 3-D content, 
      and all classic and custom rich media ad units. Unicast is 
      technology agnostic, delivering advertisements that work seamlessly with 
      all industry technologies and formats.
    
    
      Springbox
    
    
      Springbox is an interactive services agency that provides 
      best-in-class digital marketing and creative solutions. Serving clients 
      of all sizes, Springbox helps translate corporate identity into 
      digital assets that enhance the brand, captivate customers and drive 
      business. The company generates exceptional results through a 
      combination of smart, big-picture strategy and a clear focus on 
      execution. Springbox has built interactive teams for AMD, 
      Callaway Golf, Dell, Disney, LG, General Electric and Toyota.
    
    
      Unicast and Springbox divisions will become independent 
      operating units within DG FastChannel.
    
    
      Mr. Ginsburg added, “DG FastChannel now 
      has over 850 employees focused on digital media services for Fortune 500 
      advertisers and virtually every advertising agency. We believe this 
      represents the largest workforce ever assembled to support the 
      constantly growing demands of brand owners whose marketing campaigns 
      rely on television, the Internet or mobile devices. With the advent of 
      HD advertising and the move to rich media advertising DG FastChannel 
      is focused on delivering integrated advertising solutions for the 
      seamless transition from traditional analog processes to digital media 
      solutions.”
    
    
      Under the terms of the merger agreement each outstanding share of 
      Enliven common stock is being exchanged for 0.033 shares of DG 
      FastChannel common stock. In aggregate, DG FastChannel is 
      issuing approximately 2.9 million shares of its common stock (exclusive 
      of the approximately 10.75 million Enliven shares already owned by DG 
      FastChannel). Reflecting the completion of the merger, DG 
      FastChannel has approximately 20.9 million shares of common stock 
      outstanding and Enliven has 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.
    
    
      Pursuant to the revised merger agreement DG FastChannel’s 
      Board of Directors will be increased from seven to eight members, with 
      Harvey D. Weatherson, previously Enliven’s 
      Non-Executive Chairman, joining DG FastChannel's Board of 
      Directors.
    
    
      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. 
      Through its Unicast and Springbox operating units, DG 
      FastChannel is also a leading Internet marketing technology company 
      offering online marketing and 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.
    
    
      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 
      achieving operating and financial synergies as it integrates Enliven 
      Marketing Technologies into its operating structure. 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 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.