Extreme Reach to Acquire DGIT’s TV Business for $485 Million

  Extreme Reach to Acquire DGIT’s TV Business for $485 Million

Business Wire

NEEDHAM, Mass. -- August 12, 2013

Extreme Reach, Inc., a leading video platform for integrated TV, online and
mobile advertising, announced todaythat it has agreed to acquire the TV
business of Digital Generation, Inc. (NASDAQ: DGIT), including its advertising
distribution business unit, for $485 million in cash. The transaction, which
is subject to approval by DGIT’s shareholders, is expected to be accomplished
in two contemporaneous steps: DGIT will distribute its online business to DGIT
shareholders in the form of a new publicly-traded company, and Extreme Reach
will acquire the remaining DGIT business pursuant to a cash merger.

The acquisition is expected to be financed by a combination of existing cash,
debt financing to be arranged by J.P. Morgan and SunTrust Robinson Humphrey,
and new equity from existing investors of Extreme Reach. Spectrum Equity,
which invested $51 million in Extreme Reach in May 2013, has agreed to invest
up to an additional $47 million to facilitate the acquisition.

Under the terms of the agreement, Extreme Reach has agreed to acquire all of
DGIT’s TV-centric business units, (collectively called Video Fusion) including
DG’s broadcast distribution and production services businesses. DGIT will no
longer offer broadcast-related services and will shift its focus to its online
media and services businesses, including MediaMind.

The Extreme Reach platform is a single technology platform designed to unify
the management, delivery and analytics of advertising across all video media,
including traditional television, online, mobile and connected TV.

The Extreme Reach platform offers great speed, high reliability, massive
scalability and constant innovation.

“Our vision from day one has been to power digital video advertising. This
acquisition is a major step in that direction,” said John Roland, CEO of
Extreme Reach. “Our platform is the first platform to leverage the same :30
commercial across TV, online and mobile.”

In addition to DGIT shareholder approval, the transaction is subject to
various other terms and conditions, including approval under the
Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to
close in the first quarter of 2014.

Berenson & Company acted as exclusive financial advisor and Pierce Atwood LLP
acted as legal advisor to Extreme Reach in the transaction. J.P. Morgan and
SunTrust Robinson Humphrey have agreed to act as joint lead arrangers and
joint bookrunners for a proposed $475 million Term Loan syndication to support
the acquisition.

About Extreme Reach

Extreme Reach is the leading provider of cross-media video advertising
solutions that span TV, online, mobile and all other video media. The Extreme
Reach video platform enables the seamless management, delivery and measurement
of multi-screen advertising campaigns. The company’s cross-media video ad
delivery network is the largest in the world. More than 3,000 advertisers and
agencies look to Extreme Reach to connect and simplify their video
advertising. The company is headquartered in Needham, Mass., with offices in
New York, Chicago, Burbank, Detroit, Toronto, San Francisco, Dallas, Seattle
and Louisville.

For more information, visit the Extreme Reach website: extremereach.com

Contact:

Extreme Reach
Neil Kornstedt, 206-686-1059
Director of Communications
nkornstedt@extremereach.com
or
Sard Verbinnen & Co
Matt Benson / David Isaacs / Stacey Liou
212-687-8080 / 415-618-8750 / 310-201-2040
mbenson@sardverb.com / disaacs@sardverb.com / sliou@sardverb.com
 
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