Alex Meruelo Files A Lawsuit Against Digital Generation, Inc.
Lawsuit contends that the DG directors classified the Company's board of
directors in violation of Delaware law
LOS ANGELES, Aug. 9, 2013
LOS ANGELES, Aug. 9, 2013 /PRNewswire/ -- Alex Meruelo and Meruelo Investment
Partners LLC today issued the following statement regarding Digital
Generation, Inc. (Nasdaq: DGIT) ("DG," "Company"):
Alex Meruelo, Meruelo Investment Partners LLC together with related entities
("Meruelo") are the largest stockholders of DG with beneficial ownership
exceeding 14%. Meruelo recently learned that while the Company has been
operating under a classified board structure for several years, the classified
board was implemented by the Company's board of directors ("Board") in
violation of the Delaware General Corporation Law.
Today, Meruelo filed a complaint in the Delaware Court of Chancery against the
Company for implementing a classified board pursuant to a Board-adopted bylaw
amendment, which Delaware law does not authorize. The lawsuit seeks to obtain
a declaration that (i) the classified board structure as implemented by the
Board several years ago and as changed in the recent bylaw amendment announced
by the Company on July 11, 2013 is invalid, (ii) all eight directors must
stand for election at the 2013 annual meeting of stockholders, and (iii)
establishes the correct period during which advance notice must be given of a
stockholder's intent to nominate candidates for director.
Meruelo strongly urges the Board to take full responsibility for its past
mistakes by immediately acknowledging that the Board is not classified and
that all eight directors must stand for election at the 2013 annual meeting of
The complaint relating to the lawsuit is filed as Exhibit 99.9 to the Schedule
13D amendment filed by Meruelo on August 9, 2013.
About the Meruelo Parties
Meruelo Investment Partners LLC acts as an investment adviser or manager to
other persons and accounts and may be deemed to beneficially own securities
owned or held by or for the account or benefit of such persons and accounts.
The principal business of Meruelo Investment Partners is serving as an
investment adviser or manager to other persons and accounts.
Alex Meruelo is the Chief Executive Officer of Meruelo Investment Partners and
may be deemed to control, and beneficially own securities owned or held by,
Meruelo Investment Partners. The present principal occupation of Mr. Meruelo
is serving as the principal of the Meruelo Group, which includes affiliated
companies with significant interests in real estate management and
development, utility construction, hospitality and gaming, food services
(manufacturing, distribution and restaurant operations), banking and other
financial services, and television broadcast media.
About the Proxy Solicitation
Meruelo intends to file a proxy statement and accompanying proxy card and
other soliciting materials with the Securities and Exchange Commission ("SEC")
and use the materials to solicit proxies from stockholders of the Company in
connection with the 2013 annual meeting of stockholders of the Company
(including any adjournments or postponements thereof or any special meeting
that may be called in lieu thereof) (the "2013 Annual Meeting").STOCKHOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE
SOLICITATION OF STOCKHOLDERS OF THE COMPANY FOR USE AT THE 2013 ANNUAL
MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS IN
SUCH PROXY SOLICITATION.
The identity of the participants in the solicitation and a description of
their direct or indirect interests by security holdings or otherwise may be
found in Exhibit 2 to the Schedule 14A filed by Meruelo with the SEC on August
9, 2013. When completed and available, Meruelo's definitive proxy statement
and a form of proxy will be mailed to stockholders of the Company. These
materials and other materials filed by Meruelo in connection with the
solicitation of proxies will be available at no charge at the SEC's website at
www.sec.gov. The definitive proxy statement (when available) and other
relevant documents filed by Meruelo with SEC will also be available, without
charge, by directing a request by telephone to D.F. King & Co., Inc. at (212)
269-5550 or toll free at (888) 644-5854.
This press release contains forward-looking statements that are subject to
factors that could cause actual results to differ materially from expected
results, including assumptions that may not be correct or accurate due to
risks related to the Company and other parties, circumstances, and conditions
we cannot control or predict, the inherent uncertainty of future events, and
other factors that may cause us to change our plans.
SOURCE Meruelo Investment Partners LLC
Contact: For Media Contact: Xavier A. Gutierrez, Meruelo Investment Partners
LLC, President and Chief Investment Officer, (562) 745-2339, For Investors
Contact: Richard Grubaugh, D.F. King & Co., Inc., Senior Vice President, (212)
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