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Share Name | Share Symbol | Market | Type |
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Mediamind Technologies Inc. (MM) | NASDAQ:MDMD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 21.94 | 0 | 01:00:00 |
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[GRAPHIC OMITTED] [GRAPHIC OMITTED] [C] 2010 MediaMind Technologies Inc. | All rights reserved |
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[GRAPHIC OMITTED] [] Market leader in TV ad trafficking and delivery [] Serving over 5,000 advertisers and agencies [] Connected to more than 28,000 media outlets [] Long history of media innovation [] Strong relationship with digital video leaders [] Owner of Unicast [GRAPHIC OMITTED] [C] 2010 MediaMind Technologies Inc. | All rights reserved |
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Why Join Forces with DG? [GRAPHIC OMITTED] 1. Growing addressable opportunity 2. Further differentiating in the marketplace 3. Positioning for future breakthrough in TV [GRAPHIC OMITTED] [C] 2010 MediaMind Technologies Inc. | All rights reserved |
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Growing Addressable Opportunity Huge Cross Selling Options [] Cross sell platform to DG's impressive tier-1 advertiser base [] Package and cross sell online video for TV buyers [] Empower DG's international expansion Offices Leadership Relationships [GRAPHIC OMITTED] [C] 2010 MediaMind Technologies Inc. | All rights reserved |
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Further Differentiating in the Market Reinforce our neutral stance [GRAPHIC OMITTED] [] An increasingly important factor [] MDMD challenged due to scale [] DG committed to MediaMind's ongoing momentum [] Jointly represent a neutral powerhouse [GRAPHIC OMITTED] [C] 2010 MediaMind Technologies Inc. | All rights reserved |
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Further Differentiating in the Market (cont) Best of both worlds in Rich Media and Video [] Strong platform [] Strong creative services [] Agency excellence [] Publisher excellence [] Combined expertise in mobile, video [GRAPHIC OMITTED] [GRAPHIC OMITTED] [C] 2010 MediaMind Technologies Inc. | All rights reserved |
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Positioning for Future Breakthrough in TV [] TV is critical and growing - exceeded 30% in 2010 [] Exciting path to revolutionize TV advertising [GRAPHIC OMITTED] [] Perfect fit to our cross channel vision [GRAPHIC OMITTED] [GRAPHIC OMITTED] [C] 2010 MediaMind Technologies Inc. | All rights reserved |
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Transaction highlights [] $22 per share representing solid premium [] ~$520MM in company value [] Doubled IPO value in less than a year [] Closing due in Q3 2011 [] Structured around MediaMind's strengths and strategy [GRAPHIC OMITTED] [C] 2010 MediaMind Technologies Inc. | All rights reserved |
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What does it Mean to the MediaMinder? [] A stronger environment to flourish in [] No change in objectives and focus [] No change in management [] Vested options will be cashed out [] Unvested options will be swapped with DG options [GRAPHIC OMITTED] [C] 2010 MediaMind Technologies Inc. | All rights reserved |
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These materials are for informational purposes only and are not a recommendation or solicitation with respect to the tender off to be commenced by DG FastChannel, Inc. for all of the outstanding shares of common stock of the Company. At the time the planned offer is commenced, an affiliate of DG FastChannel, Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) and the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to stockholders of the Company at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov and may also be obtained by contacting the information agent for the tender offer (when one is selected) or by contacting the Company’s Investor Relations Department at (212) 871-3953.
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Gal Trifon:
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Ok, well. Good morning, good afternoon everyone. Maybe we should have Tom call in just to review things. Thanks for taking the time on such short notice. This is exciting news we share here and there was really no way for us to provide more of a notice and prepare you for this exciting news earlier. So I appreciate everyone tuning in and I will have – I will do what I can to provide as much information as possible given the fact that the entire team here didn’t sleep for two weeks and [unintelligible] just to the intensity of the event is just overwhelming completely.
So, this is a very exciting day for us. 12 years MediaMind is indeed managing to have a conference call.
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Audience:
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Laughing
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Gal Trifon:
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Ok. MediaMind is being acquired by a company called DG or DG FastChannel. That is very exciting news for us for reasons I will explain right now.
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To start by telling you who DG is. DG is a leader. A clear number one market leader in delivery of TV advertising. Their product allows advertising agencies to deliver the TV commercial to thousands of TV networks, and it is really the backbone of how everyone sees commercials in North America, US, Canada and in the UK and in the future globally. It will replace many manual systems with a digital network, that is working with the production houses on producing ads, sending these ads to the publishers, delivering them and managing the entire process. Sounds familiar, because it is familiar. Very similar to what we are doing for online advertising that is what they are doing for TV advertising. They are the ad server for TV advertising.
They working with all the premier advertisers you know very well. There are over 5,000 large brand advertisements using their systems to communicate with consumers. They worked with over 28,000 different TV networks who deliver the advertising. They have a very significant track record of innovating in advertising. The founder of the company is Scott Ginsburg. The founder of the company called Clear Channel. The company that has constructed radio advertising and owns most of radio media nowadays and is spreading to many other radio advertising. They also have a great record in acquisition. The company has grown up through acquisitions. Over 11 of them were successfully executed building really a very, very robust network and they have very
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good as result of their TV shows, TV food holder, very good relationship with the entire online video food chain. With the publisher, with the content producer, and so on. They are also, just a minor fact that the owner of QV Cast. DG had been looking at a strategy to expand what they do to all of our advertising for many years, they have been under pressure by TV advertisers to allow them to expand their campaign management into online. They have been following us for many, many years. The founder of styles and the entire management team has really become very familiar with us and very excited about MediaMind unique position. Throughout these years there was just no opportunity for us. We always believe that we do we do well, which is just continue to and build skill to improve our strategy in the connection to DG at time was just not a priority for us.
But now DG came up and presented a very compelling opportunity for the company. A process evolved and we ended up deciding to move ahead and sell the company to DG. Which we are very excited about, and this is really the reason why. We feel that together we present a much, much bigger opportunity. MediaMind with DG will be able to expand the size of the market that we serve and I will talk about that in a few minutes. We will also be able to differentiate ourselves more successfully. The company we know we’ve been talking about neutrality as a major benefit in class compared Google. I know that everybody believes that our neutrality is enough to offset the readily scale of the business compared to a company like Google. So by doing this we become a lot stronger. I will talk about that. We will also differentiate ourselves in our heritage field of bridge media. We’ll talk about that too, and then the greatest news about this is that we create a much, much more strategic agenda for the company to be the first and a more successful leader in the convergence of television advertisement and all other advertising. The # 1 and # 2 advertising channels in the world will become one through the MediaMind platform in the future. They own TV, we own our line and together we can build a system that will help advertising look at the two as one, which many of us are very used to as consumers. We are starting watch TV on our computer. Starting to watch digital content on our TV and so on and so forth. So big, big vision of opportunity for all of us to continue and develop our capabilities as a company and individually. So about the opportunity itself, why we are so excited? Those are three things we can do very quickly to make MediaMind more
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larger and more successful.
1. It’s just the list of advertisers they have. They work much more closely with the advertisers directly and with their agencies, and they have much larger agreements with these companies who are all extremely confident with their capabilities, and what they promise to do is to bring us all to these places and secure strategic relationships that the company right now doesn’t have. So we are excited about upselling the audience the premiere advertising of DG with the MediaMind platform. The existing solution that we provide.
2. Is that we are looking to build a very compelling solution for online video. MediaMind is now [unintelligible] certified thanks to many people here who worked on building products and many people around the world waiting to certify themselves to publishers. But we move very slowly and it’s not really been the fore driver for our business. Having access to the full majority of off TV advertisement to the players of the media side to the actual gaskets that are built to deliver TV commercials gives us an edge that no other company on the digital side of the world has. This practically opens the door to MediaMind to become the #1 online video company in the world and we would be very focused on leveraging this opportunity in the very near term. Creating capability to help TV advertisers deliver online video.
3. Is the fact that DG is really focused on global expansion but having so far limited exposure, and they are extremely impressed with how MediaMind built technology, delivers great experience while also manage to make it global. Very few companies in our space, very few companies in their space manage to do things so globally as we did. Being in so many places, working as team to serve as advertisers on a global regional basis and that’s very exciting to them. It’s something they want to leverage and we are going to help them establish presence, introduce their solution into new markets one by one, very carefully. Obviously without disturbing what we do, but together we create a dynamic opportunity, we create a much bigger immediate opportunity for the growing consumer . Talking about differentiation, neutrality, the return differentiation that we been highlighting – so yes, it is becoming a more and more factor. We hear from agencies that they are concerned about Google. We hear from advertisers that they are concerned about Google and certainly from publishers. So they really don’t know that they
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have a strong enough alternative. They all like us, but they ask if we are big enough. It will be here. All these questions really slow down migration of clients away from [unintelligible] to us, and we believe by creating a larger preformat scale for the business with the resources, with the opportunity to do M&A much more broadly would be benefitting the product, and by partnering with the company that is as neutral as we are, we’re going to benefit from a greater mutual division, to be able to benefit from market share expansion a whole lot more rapidly. We also are very excited about the fact that DG’s entire digital strategy is built on MediaMind strategy. We don’t need to do anything deeper if we don’t want to, but if we want to, we will have much more resources to do it. So, they trust that we’ll have a great pass to build a platform of the future and we can only stand behind them. Introduce us to their clients, give up more resources, allow us to think less about the public constraint and just focus on executing, we will a lot more successful. Now if we choose to focus on own TV earlier we will have the opportunity to do it. If we choose to focus on any other area, digital media we will have the opportunity to do it, and that was the most exciting factor for Ofer, for myself, for the entire management in doing this. We are guaranteed to have more [unintelligible] and more resources to execute our strategy and to really construct the advertising world even more. Nothing stops here. This is not the end of the story. This is not, we have been asked about this lately. This is just an opportunity just like the IPO to do things faster and more aggressively, more successfully, and that was very important to us to be able to deliver this message to all of you here and all other parts of the world. This opportunity with MediaMind will only become more exciting and will guarantee the investment in the business, in the culture will just continue to be factor from here.
Another point of differentiation in bridge media. Where we are known for a strong technology and a very committed by-side focus. In a company like UNICAST that we’ve become very familiar with – UNICAST was there when we started. They were huge, and they have become a lot smaller. But under DG since they were acquired a few years ago they have become a lot more successful and directed by differentiating themselves in being publisher focused and circuit focused. They have not built the technology that we did. They have not covered the agencies like we do. They simply held publishers like [unintelligible], build bridge media format and
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service large advertising, and then just in terms of the management interaction. The dilemma that we face every week. Nick will come to us, Joe will come to us, a lot of the emerging market [unintelligible] will come to us and say ‘We want to be able to provide more service. We want to be able to work directly publishers more,’ and we have the think, if that is the company strategy. Is it something we can prioritize and invest in, and the answer for the most part has been no we can only invest in that on a very limited basis, and we think publishers like Microsoft move control something to bridge media to a company like UNICAST. Together with UNISCAST we will become more publisher committed, we will become more service committed, again without any compromise in our neutrality, this is not different than how Mediamark worked MSN for many years. It is just much more enabled from the service standpoint and a focus standpoint. So anything we do, we’ll just have a stronger publisher presence to it and a stronger service presence to it, and by that we look to really catch up and differentiate the rich media category. Still very significant opportunity to the Company. The future, so, a little to say about TV advertising. Uhhh, people were assuming the TV will decline, but it is actually growing very fast. It is not all characterized as traditional media. It is still leisure time for many, many people. Some of it is shifting towards being consumed on the net, some of it is shifting towards different devices. The reality that TV has been an entertainment activity continued to dominate. It is how people spend time around the world to a great degree, and what we look to do is to find ways to bring the benefit of online advertising to the TV domain. To make TV advertising more relevant, more flexible, more creative, more drastic, to be able to measure it more successfully, to optimize it automatically. Everything that advertisers have learned to appreciate in the online domain in the future should be available very clearly on the TV domain as well. Right now their company is trying to disrupt the TV ecosystem. So they don't have anything to do with online, but they don’t know how to serve it, they don’t know how to target and how to optimize, and then their company is focused on online, they don’t do TV. To be a company that’s a strong presence on both ends and to start building from both ends the strategy towards creating a single end to end platform that will construct advertising closely different. A huge channel is a very, very significant opportunity for us. So all together just to mention how we end up being the company that acquired the $22 a share a little bit more would have been 170% return |
on the IPO so we doubled our value almost in, how long has it been, 10 months? In 10 months the company doubled its value to shareholders. Anyone ever investing in MediaMind shares have seen a great return. There’s not been a single share that were sold today as far as I know, uhhh, for more than $17.08. The is highest price of transaction with MediaMind ever. So there is not a single person that should be complaining about this bill from an immediate return stand point. It values us at over half a billion dollars, which is great and all of you should be very, very proud. There has not been many examples of companies, in the digital advertising industry, technology overall has managed to create so much value. And for us again, the opportunity to create even more value in the future.
We, expect to close this in the third quarter, there is a little work for us to do in terms of the process, but we are sure we will get there. It is a matter of time, but we have to patiently wait and until we close we will continue to operate at MediaMind and do what do while exploring how to benefit and be different. I don’t have great answers for exactly what the integration would look like, but what I do know is that MediaMind will strive in digital media strategy, will have full authority over everything we do. No one is going to disrupt us in terms or changing our plans, looking at our structure. Quite the opposite, we will assume a lot more responsibility. We will assume technology responsibility for other areas of DG business. We will become the operators for UNICAST and UNICAST will report to me and that will be a great asset for the company. So all this is great news for us to guarantee the future, and then what it means for all of you participating in this call. First of all it means that we have a lot to thank for and I want to before we finish to take advantage of this opportunity to say a big thank you to everyone. This has certainly been and will continue to be a great opportunity for me and I feel completely invigorated to have the opportunity to work with so many great people that are so committed to helping build a company that is global and is innovating and to really feel the foundation for us to continue and innovate for many more years. So a big thank you. And you should know that we will offer very dynamic, innovating, exciting opportunity for anyone the part of the MediaMind family, now I need the future. That’s a commitment. Nothing changes as far as the opportunity to innovate and to do it all in one with the resources and capacity that we will have.
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Ah, we’re not going to change our focus right now, we’re going to selectively choose where to leverage the joint passage. So if we feel that because of this partnership we should prioritize online video more aggressively, that’s the plan. Otherwise we’re continuing to do what we do and lead the visually media strategy for DG. I’ll be the Chief Visual Officer for DG and Ofer will remain the chief solutions officer for DG and the management team of the company will remain very focused on what they do, with a larger group of people and with a lot of exciting opportunities.
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So, a lot more of a momentum in the future. Be sure of your actual equity, anyone who has equity that is vested will actually be cashed out, will be receiving $22 per share on every option that you have, which I hope for many of you will present a great return. I know that there are people working in this company who are ten years. Twelve years, wow.
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Audience:
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[Laughing]
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Gal Trifon:
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Well after seeing, I can only imagine [laughing], I can only imagine what the return on the investment is for [unintelligible] but it certainly has been proving itself very attractive and I’m sure he will continue to in the future. The non-vested equity we will roll over to DG and continue on the same basis. So your timing, your strike price, everything will manage itself in a way that if we create a new opportunity they will soon be able to continue and benefit from it. Nothing stops here and while it’s sufficient when we become one to be granted options, in the future there will be compensation and benefit and there will be full interest to keep everyone motivated and happy in this very competitive market.
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So, what I’ll do really, just want to say thank you again and there’s not much more to say. This is typically not the best form of opportunity but we do – we did prepare. Thanks to Ruth and to Vered and Sarit. A few when they leave frequently ask questions. At least they will be published. The press release will also be made available to you. There will be additional calls for people that didn’t make this call just because of the short notice, handled by others. I’m going to have to watch the participating investor relation activities with DG to tell our side of the story, probably investors who will be excited to hear what’s going on. These type of situations typically go under pressure in short term, everyone expect to understand what’s going on before they build their
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confidence, but I’m sure that this will be very, very exciting news to everyone involved. So big thank you, I hope you you’re as excited as I am. I hope you’re not as tired as I am and have just a phenomenal afternoon and morning in North America and noon in [unintelligible] and I look forward to celebrating this with everyone of you in person. Thank you very much. | |
Audience
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[Clapping]
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Who is DG?
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Why was DG interested in acquiring us?
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Why is MediaMind interested in joining forces with DG?
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Is the acquisition complete?
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Is MediaMind still a public company? What will happen after closing?
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How will MediaMind operate after closing?
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Are we still subject to blackout?
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If I own options, what will happen to them?
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1 Month Mediamind Technologies Inc. (MM) Chart |
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