LOS ANGELES, Jan. 25, 2013 (GLOBE NEWSWIRE) -- Alex Meruelo, together with Meruelo Investment Partners LLC, today issued the following statement regarding Digital Generation, Inc. (Nasdaq:DGIT) (the "Company"):
We intend to conduct a proxy solicitation in connection with the upcoming annual meeting of stockholders of the Company to ensure that the interests of the stockholders, the true owners of the Company, are adequately represented in the Company's boardroom.
To achieve this goal, we are seeking stockholder support to elect a slate of four independent director candidates nominated by us and approve proposals submitted by us, including a proposal to amend the Company's bylaws to expand the size of the Company's Board of Directors from eight to eleven total directors.
In addition to our independent nominees, we intend to solicit proxies to elect all of the Board's nominees other than David M. Kantor, the incumbent director whose term expires this year. This gives stockholders who wish to vote for all four of our independent nominees the ability to vote for a total of six independent nominees, including the two independent nominees recently proposed by the Clinton Group, another large stockholder of the Company.
If we are successful, one of our independent nominees will be elected to replace the incumbent director up for re-election this year and our remaining three independent nominees will be elected to fill the three newly created directorships that would result from our proposed expansion of the Board from eight to eleven total directors.
We have lost confidence in the Company's incumbent directors. We do not believe the incumbent directors are acting in the best interests of the stockholders of the Company. As the largest stockholder of the Company, we continue to be disappointed by the disturbing lack of transparency and communication surrounding the Company's existing strategic alternatives process and other board and leadership failures, which we believe have contributed to the Company's lack of performance.
We believe that stockholders are entitled to have a board that will, consistent with its fiduciary duties, exercise independent judgment and promptly explore all alternatives for maximizing stockholder value. We urge you to send a strong message to the Company that you want a board that will act in your best interests. We believe that the best way to send that message is by voting to elect our independent nominees and in favor of our other proposals.
Additional information regarding our nominees and proposals will be provided in a proxy statement and other soliciting materials filed with the SEC.
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
We intend to file a proxy statement and other soliciting materials with the SEC and use the materials to solicit proxies from stockholders of the Company in connection with the upcoming annual meeting of stockholders of the Company. Security holders are advised to read the proxy statement and other materials (when they become available) because they will contain important information, including with respect to the proxy solicitation, our nominees, and the other participants in the solicitation. Security holders may obtain the proxy statement and other material (when they become available) for free at the SEC's web site at http://www.sec.gov or from the participants using the contact information provided herein or in the materials.
We intend to file this press release with the SEC on January 25, 2013 as soliciting material on Schedule 14A and include information in Exhibit 1 to the Schedule 14A with respect to the identity of our nominees and the other participants in the solicitation and a description of their direct or indirect interests, by security holdings or otherwise. Security holders may obtain the information for free at http://www.sec.gov or by contacting us using the contact information provided herein or in the materials.
Forward-Looking Statements
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.