Enlivex Therapeutics (NASDAQ:ENLV)
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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.