DG Transaction Spawns Launch of Sizmek Online Ad Tech Company

Move Signals Close to $485 Million Sale of DG TV Business to Extreme Reach

Signaling the close of the sale of its TV distribution assets to Extreme Reach for $485 million plus cash and working capital from DG’s television business, DG has spun off its online business into a new online company named Sizmek Inc. (NASDAQ: SZMK), an open ad management platform with over 5000 agencies and representatives in 48 countries.
Following the closing of the transaction and the cash distribution, Sizmek is expected to have total cash of approximately $60 million and total working capital of approximately $60 million, including cash and working capital from DG’s television business.
“Sizmek is entering an exciting chapter in its evolution, combining 15 years of experience developed at DG, MediaMind, Peer39, Unicast, Eyewonder, and Republic Project,” said Neil Nguyen, CEO and President of Sizmek.  “With a solid balance sheet, thousands of customers, and a cutting-edge open technology platform that delivers global scale for our customers, we are already hard at work in realising our vision for substantial growth.”  
Sizmek supports our clients’ efforts to reach an increasingly fragmented audience with the most effective message through transparency and control across every component of a campaign, optimising for all four critical factors in the ad process: media, context, content, and audience. Sizmek’s media independence, with all reporting, data and campaign tactics deployed with no potential biases toward any media or buying methodologies, has enabled Sizmek to become one of the most distributed platforms in the online industry and positions Sizmek to connect the industry players moving forward in what is currently a highly fragmented and siloed industry. In tandem with its corporate launch, Sizmek is introducing Sizmek MDX, an open ad stack that integrates key aspects of advertising management, including:
Campaign Management. This UI layer has all the essential services for campaign management, which is enhanced by a number of creative tools and plug-ins, compatible with both HTML5 and Flash. Integrated tool sets help our creative partners efficiently generate the most innovative and high impact creative across all screens and enables ad operations teams to efficiently execute thousands of sophisticated campaigns simultaneously.
Marketing Channels. Campaigns everywhere are expected to be multiscreen, but many advertisers fall short by taking a channel by channel approach to their campaign. Sizmek provides advertisers a way to target their audience and synchronize messages across screens. The key channels in this layer include, display, rich media, video, mobile, social, email, website and affiliate.
Media Decisioning.  The massive adoption of RTB and programmatic technologies has changed the fundamentals in media buying. Monitoring over 60 billion pre-bid impressions, Sizmek provides the market leading pre-bid analytics data set to support brand safety and contextual targeting. We openly integrate into the leading DSPs and exchanges, enabling our clients to work seamlessly with their programmatic solution of choice.
Data Collection and Analytics. Sizmek is trusted by the world’s leading advertisers and agencies to collect campaign delivery and performance data across all channels. Through our verification, viewability, and attribution capabilities, Sizmek MDX enables advertisers to verify whether an ad appeared according to expectations, relying on Sizmek as a source of truth for advertisers seeking independent verification of campaign spend and ROI.
"Our global advertisers demand a scaled technology solution with regional capabilities," continued Nguyen. "We see an immense opportunity to continue to innovate with Sizmek MDX, and a strong focus for us will be to accelerate our strategy to open up our platform to best in-breed providers to ensure that our customers can use their tools of choice such as an in house capability, a large global SEM or a local DSP. We will help our clients create the operational leverage they seek as their digital operations expand in order to maximise the effectiveness of their campaigns."
Sizmek currently connects over 20,000 global advertisers and 5000 agencies to their audiences, serving more than 1.5 trillion impressions a year.  Sizmek operates in 48 countries with over 850 employees worldwide.
About Sizmek
Sizmek Inc. (NASDAQ: SZMK) fuels digital advertising campaigns for advertisers and agencies around the world with cutting-edge technology to engage audiences across any screen. For the last 15 years, the online business that is now Sizmek has proudly pioneered industry firsts in digital, including rich media, video and online targeted advertising across channels. Sizmek’s open ad management stack, Sizmek MDX, delivers the most creative and impactful multiscreen digital campaigns, across mobile, display, rich media, video and social, all powered by an unrivaled data platform. With New York City as a center of operations, Sizmek connects 20,000 advertisers and over 5,000 agencies to audiences, serving more than 1.5 trillion impressions a year.  Sizmek operates on the ground in 48 countries with a team of over 850 employees.

Cautionary Note Regarding Forward-Looking Statements
Statements in this communication regarding the proposed transactions, the expected timing for completing the proposed transactions, future financial and operating results, benefits, synergies, future opportunities of the proposed transactions and any other statements about the Company’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the proposed transactions; the ability to obtain the requisite stockholder approvals in a timely manner or otherwise; failure to satisfy other conditions to consummation of the transactions; the ability of Extreme Reach to consummate the necessary debt financing arrangements set forth in financing letters received by Extreme Reach; changes in government regulation; the ability to successfully separate operations and employees; the potential impact of the announcement of the transactions or consummation of the transactions on relationships with employees, suppliers, customers and competitors; international, national or local economic, social or political conditions that could adversely affect the parties to the transactions or their customers; conditions in the credit markets; and the parties’ international operations, which are subject to the risks of currency fluctuations and foreign exchange controls and the other risks and uncertainties that affect the parties’ businesses, including those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. In addition, any forward-looking statements represent the Company’s estimates only as of the date hereof and should not be relied upon as representing the Company’s estimates as of any subsequent date. The Company disclaims any intention or obligation to update the forward-looking statements to reflect subsequent events or circumstances or update the reasons that actual results could differ materially from those anticipated in forward-looking statements, except as required by law.