LOS ANGELES, Aug. 9, 2013 /PRNewswire/ -- Alex Meruelo and Meruelo Investment Partners LLC
today issued the following statement regarding Digital Generation,
Inc. (Nasdaq: DGIT) ("DG," "Company"):
Alex Meruelo, 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 Delaware Court of Chancery against the Company
for implementing a classified board pursuant to a Board-adopted
bylaw amendment, which Delaware
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.
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
Meruelo intends to file a proxy statement and accompanying proxy
card and other soliciting materials with the Securities and
Exchange Commission ("SEC") and use the materials to solicit
proxies from stockholders of the Company in connection with the
2013 annual meeting of stockholders of the Company (including any
adjournments or postponements thereof or any special meeting that
may be called in lieu thereof) (the "2013 Annual
Meeting"). STOCKHOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
STOCKHOLDERS OF THE COMPANY FOR USE AT THE 2013 ANNUAL
MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATING TO
THE PARTICIPANTS IN SUCH PROXY SOLICITATION.
The identity of the participants in the solicitation and a
description of their direct or indirect interests by security
holdings or otherwise may be found in Exhibit 2 to the Schedule 14A
filed by Meruelo with the SEC on August 9,
2013. When completed and available, Meruelo's definitive
proxy statement and a form of proxy will be mailed to stockholders
of the Company. These materials and other materials filed by
Meruelo in connection with the solicitation of proxies will be
available at no charge at the SEC's website at www.sec.gov. The
definitive proxy statement (when available) and other relevant
documents filed by Meruelo with SEC will also be available, without
charge, by directing a request by telephone to D.F. King & Co., Inc. at (212) 269-5550 or
toll free at (888) 644-5854.
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.
SOURCE Meruelo Investment Partners LLC