Digital Generation and Clinton Group Reach Agreement to

Digital Generation and Clinton Group Reach Agreement to Nominate Two
New Independent Directors for Election at 2012 Annual Meeting of
Clinton Group Agrees to Support DG's Director Nominees; Special
Committee's Exploration of Strategic Alternatives Remains Active and
DALLAS, TX -- (Marketwire) -- 01/16/13 --  DG(R) (NASDAQ: DGIT), the
world's leading ad management and distribution platform, today
announced that it has reached an agreement with Clinton Group, Inc.,
Clinton Magnolia Master Fund, Ltd., Clinton Spotlight Master Fund,
L.P., Clinton Special Opportunities Master Fund, Ltd. and Clinton
Relational Opportunity Master Fund, L.P. (the "Clinton Group")
relating to the Company's 2012 Annual Stockholder Meeting.  
Under the terms of the agreement, the Company will nominate Melissa
Fisher and Peter Markham for election to three-year terms at its 2012
Annual Meeting on February 21, 2013. DG intends 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. 
"We believe this agreement with the Clinton Group is in the best
interests of the Company and all DG stockholders," said Jeffrey Rich,
Chair of the DG Nominating and Corporate Governance Committee. "We
welcome the addition of Melissa and Peter and look forward to their
participation as Board members. As a Board we remain focused on
driving enhanced value for all of our stockholders, including through
the evaluation of strategic alternatives for the Company." 
"We are pleased that DG's strategic review process is ongoing and
that the Special Committee is working hard to achieve a favorable
outcome for stockholders," said George Hall, Chief Executive Officer
of the Clinton Group. "We believe that these two new independent
directors will assist DG with its path forward." 
Melissa Fisher
 Melissa Fisher has more than 15 years of experience
in corporate finance and investment banking and has a strong
understanding of corporate finance and strategic business planning
activities. She most recently served as a Managing Director at Foros,
a boutique investment banking firm, from September 2009 to March
2012. While at Foros, she was a member of the Fairness Opinion
Committee and focused on technology and media mergers and
acquisitions transactions. Prior to that, Ms. Fisher worked in the
Technology Mergers & Acquisitions Group of Banc of America Securities
LLC, an investment banking subsidiary of Bank of America, most
recently as a Managing Director. From August 1998 to 2001, she was in
the Mergers & Acquisitions and Communications, Media and
Entertainment Groups of Goldman, Sachs & Co. Prior to her work in
investment banking, Ms. Fisher was a financial analyst for Fox
Television, a division of News Corporation, a global vertically
integrated media company. Ms. Fisher received an AB in government
from Harvard University and a MBA from Harvard Business School. 
Peter Markham
 Peter Markham has more than 10 years of experience in
corporate finance, including over eight years as an investment banker
and three years as an investment professional focusing on companies
in the technology, media and telecommunications industries. He has
served as Chairman of the Board and the principal executive officer
of Granite Broadcasting Corporation, a broadcasting holding company
focusing on local TV and digital media, since August 2009. Prior to
that, Mr. Markham was a senior investment professional at Silver
Point Capital, L.P., a registered investment adviser focused on
credit and special situations investments, and its affiliate, Silver
Point Europe, LLP, where he led the coverage of the technology, media
and telecom verticals across the United States and Europe. From
February 1998 to May 2006, Mr. Markham was an investment banker at
Daniels & Associates, L.P. He is also a director of Communications
Corporation of America, a leading medium-market TV broadcast and
digital media company, SPTV LLC, a broadcasting company focusing on
Spanish language media, Tablet TV, LLC, a joint venture formed to
deliver live TV and datacasting services to mobile devices, and NBR
Worldwide, Inc., a television production company. Mr. Markham
received a BS in marketing from Clemson University and a MBA from New
York University. 
The complete agreement between DG and the Clinton Group will be filed
in a Form 8-K with the Securities and Exchange Commission.  
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 
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. 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. 
Andy Brimmer 
Jamie Moser 
Scott Bisang
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449 
Dan Burch 
Laurie Connell 
MacKenzie Partners, Inc. 
(212) 929-5500 
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