Aug. 9, 2013
and Meruelo Investment Partners LLC today issued the following statement regarding Digital Generation, Inc. (Nasdaq: DGIT) ("DG," "Company"):
, 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
Court of Chancery against the Company for implementing a classified board pursuant to a Board-adopted bylaw amendment, which
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 stockholders.
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.