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DG FastChannel, Enliven Marketing amend agreement; merger on track to close in third quarter
By Lisa Kerner
Charlotte, N.C., Sept. 5 - DG FastChannel, Inc. and Enliven Marketing Technologies Corp. amended their May 7 stock-for-stock merger agreement.
The companies said they expect to complete the merger under the revised terms within 30 days.
Under the amended agreement:
• DG FastChannel will issue approximately 2.9 million shares of its common stock, down from 4.5 million shares;
• DG FastChannel will increase its board of directors to eight, from seven, members and add current Enliven board member Harvey D. Weatherson;
• A vote of the DG FastChannel stockholders is no longer required as a condition to the merger's close; and
• The termination fee payable by Enliven to DG FastChannel is reduced to $1.54 million from $3.27 million.
In addition, DG FastChannel agreed to reimburse Enliven for certain merger-related expenses of up to $1.5 million in the event the merger is not completed by Oct. 6.
Each outstanding share of Enliven common stock will be converted into 0.033 shares of DG FastChannel common stock, according to a DG FastChannel news release.
DG FastChannel said the revised terms value Enliven at approximately $80 million, including approximately $5 million of Enliven's debt.
Once the merger is completed, DG FastChannel will have approximately 20.9 million shares of common stock outstanding and the company's shareholders will own about 86% of the newly combined company.
DG FastChannel is an Irving, Texas-based provider of digital media services to the advertising and broadcast industries.
Enliven is a New York internet marketing technology company.
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