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TheStreet Open House

DG To Acquire MediaMind Creating Premier Global Online And Television Advertising Technology Provider

DG® (NASDAQ: DGIT), a leading provider of digital media services to the advertising, entertainment and broadcast industries, and MediaMind Technologies Inc. (NASDAQ: MDMD), a leading global provider of integrated digital advertising solutions, today announced a definitive agreement under which DG will acquire MediaMind in an all-cash transaction. The acquisition creates one of the premier global online and television advertising technology companies.

MediaMind is a unique asset, with tremendous people, products and services in the fast-growing $71 billion global online advertising market 1 with a superb international footprint and broad agency relationships. Headquartered in New York, MediaMind has 37 sales and representation offices covering 64 countries. In 2010, MediaMind delivered campaigns for 9,000 brand owners using approximately 3,800 media and creative agencies across 8,200 global web publishers in 64 countries.

Under the terms of the transaction, which has been approved by the boards of directors of both companies, DG will commence a tender offer to purchase all of MediaMind’s outstanding shares for $22.00 per share in cash. The total transaction value is $517 million equity value or $414 million enterprise value, taking into account over $100 million in cash on MediaMind’s balance sheet. The board of directors of MediaMind will recommend that MediaMind shareholders tender their shares in the tender offer. The transaction is expected to be accretive to DG’s non-GAAP EPS in 2012.

Upon closing, Gal Trifon, President and CEO of MediaMind, will serve as DG’s Chief Digital Officer, leading DG’s online advertising business. Additionally, Ofer Zadikario, MediaMind’s Chief Solutions Officer, will join DG in the same position.

“This is a game-changing transaction that provides DG with an unmatched global footprint, broad customer reach and an innovative platform in television and the fast-growing online advertising market,” said Scott Ginsburg, Chairman and CEO of DG. “MediaMind’s online business excels in rich media and fits well with our unparalleled distribution platform for high value broadcast content – enabling advertisers to most effectively connect with audiences globally. With its new global reach and enhanced product offerings, DG will gain critical mass and will have the unique ability to provide a suite of cross-platform advertising management and distribution services.”

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