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Digital Generation Responds to Meruelo Nominations and Proposals
By: Marketwired .
Jan. 29, 2013 06:01 AM
DALLAS, TX -- (Marketwire) -- 01/29/13 -- DG® (NASDAQ: DGIT), the world's leading ad management and distribution platform, today announced that the nominations and proposals received from Alex Meruelo and Meruelo Investment Partners, as set forth in the notice provided to the Company on January 17, 2013 and in the preliminary proxy statement filed on January 25, 2013, failed on multiple bases to comply with the Company's bylaws for consideration at DG's 2012 Annual Meeting of Stockholders on February 21, 2013. For this reason, the proposals and nominations will not be addressed at the Annual Meeting.
DG announced an agreement with the Clinton Group, Inc. on January 16, 2013 to nominate two new independent directors for election at the Company's 2012 Annual Meeting and to increase the size of the Board from seven to eight members. The Clinton Group, which owns approximately 6% of the outstanding shares of DG's common stock, has agreed to vote its shares in support of all DG director nominees at the 2012 Annual Stockholder Meeting.
As previously announced, DG has formed a Special Committee of the Board of Directors composed of three independent directors to review DG's strategic alternatives. The Special Committee process and the exploration of DG's strategic alternatives remain active and ongoing, and the Special Committee currently is engaged in negotiations regarding DG's strategic alternatives. DG can offer no assurances that such negotiations will result in a transaction agreement containing terms satisfactory to DG. DG's strategic alternatives process is expected to be completed in the near future and DG does not intend to disclose developments in this process until such time as the Board of Directors determines to enter into any transaction or DG otherwise deems further disclosure appropriate. DG will make disclosures regarding the Special Committee process prior to the 2012 Annual Meeting on February 21, 2013.
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