Digital Generation Announces Receipt of NASDAQ Notice of

Digital Generation Announces Receipt of NASDAQ Notice of Potential
Delisting and Reaffirms Annual Meeting on February 21, 2013 
DALLAS, TX -- (Marketwire) -- 01/09/13 --  Digital Generation, Inc.
(NASDAQ: DGIT), the world's leading ad management and distribution
platform, today announced that it has received a letter from NASDAQ
notifying the Company that it is subject to delisting from the NASDAQ
Capital Market for failure to hold its 2012 annual meeting of
stockholders prior to December 31, 2012.  
The Company will appeal this determination of noncompliance and
potential delisting pursuant to NASDAQ procedures by seeking a
hearing before a NASDAQ hearing panel. The Company's request for a
hearing will stay the suspension and delisting action pending the
issuance of a written decision by the NASDAQ hearing panel. The
Company cannot assure that the Company's appeal hearing will be
successful. In connection with the NASDAQ hearing, the Company will
inform NASDAQ about the special circumstances relating to the
Company's continuing consideration of its strategic options and the
Company's commitment to hold the annual meeting on February 21, 2013. 
As previously announced on November 30, 2012, the Company has
scheduled its annual meeting of stockholders on February 21, 2013. In
setting the stockholder meeting date for February 21, 2013, the Board
of Directors considered the recommendation of its Special Committee
reviewing strategic alternatives to defer the 2012 annual meeting of
stockholders until the Company can report the results of the
Company's strategic alternatives process. As previously announced,
the Company has extended the period during which stockholders can
give notice to the Company regarding nominations for the election of
directors and stockholder proposals for consideration at the next
annual meeting from its due date under the Company's bylaws until
January 18, 2013. The strategic alternatives process is continuing
and is expected to be completed in the near future. The Company does
not intend to disclose developments in this process until such time
as the Board of Directors determines to enter into any transaction or
the Company otherwise deems further disclosure appropriate. The
Company will make disclosures regarding the Special Committee proce
ss
prior to the annual meeting on February 21, 2013. The record date for
the annual meeting will be January 24, 2013. The location and time of
the annual meeting will be included in the Company's definitive proxy
statement which will be filed with the Securities and Exchange
Commission and sent to the DG stockholders prior to the annual
meeting.  
About DG 
DG connects over 11,000 global advertisers and agencies with their
targeted audiences through an expansive network of over 6,000
television broadcast stations and over 11,500 web publishers in 75
countries. The Company's television division utilizes best-in-class
network and content management technologies, creative and production
resources, digital asset management and syndication services that
enable advertisers and agencies to work faster, smarter and more
competitively. The Company's online division, MediaMind, allows
marketers to benefit from optimized management of online advertising
campaigns while maximizing data driven advertising. For more
information, visit www.DGit.com. 
Forward-Looking Statements 
This press release contains statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than
statements of historical facts are forward-looking statements. These
statements include descriptions regarding the intent of DG with
respect to the consummation of the strategic alternatives process
described herein. Such forward-looking statements are not guarantees
of future performance and involve known and unknown risks,
uncertainties, and other factors that may cause the strategic
alternatives process to fail for a variety of reasons, including
factors discussed under the heading "Risk Factors" in DG's Annual
Report on form 10-K filed on February 29, 2012 and additional reports
DG files with the Securities and Exchange Commission. 
For more information contact:
Craig Holmes
Chief Financial Officer
DG
972/827-9458 
JoAnn Horne
Market Street Partners
415/445-3233 
 
 
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