DG FastChannel Tweaks Merger Deal With Enliven

DG FASTCHANNEL and ENLIVEN MARKETING TECHNOLOGIES CORP. have amended their merger agreement regarding DG FASTCHANNEL’s 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.

The terms of the revised agreement converts each outstanding share of ENLIVEN common stock into 0.033 shares of DG FASTCHANNEL common stock. 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.

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.

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