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Digital Generation Responds to Meruelo Nominations and Proposals

Digital Generation Responds to Meruelo Nominations and Proposals 
DALLAS, TX -- (Marketwire) -- 01/29/13 --  DG(R) (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. 
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. 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. 
Contacts: 
Media:
Andy Brimmer
Jamie Moser
Scott Bisang
Joele Frank
Wilkinson Brimmer Katcher
(212) 355-4449 
Investors: 
Dan Burch
Laurie Connell 
MacKenzie Partners, Inc. 
(212) 929-5500