DG FastChannel and Enliven Marketing Technologies 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.
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 (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.