MediaMind Technologies Responds to Inquiries Regarding Israeli Tax Withholding Law

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MediaMind Technologies Inc.
MDMD
has received a number of inquiries regarding certain Israeli tax issues in connection with DG FastChannel Inc.'s outstanding tender offer for all outstanding shares of MediaMind common stock, which is currently set to expire at 12:00 Midnight on Friday, July 22, 2011. In connection with the tender offer, MediaMind has applied for, and expects to receive, a ruling from the Israeli Tax Authority that exempts certain tendering shareholders that are not Israeli residents from Israeli tax withholding, provided such shareholders are able to make certifications establishing, among other matters, that they (i) are not Israeli residents, (ii) own less than 5% of MediaMind's outstanding shares and (iii) did not acquire their shares prior to MediaMind's initial public offering on August 10, 2010. There can be no guarantee that MediaMind will obtain such a ruling. Assuming a ruling is obtained, MediaMind intends to make available to shareholders information required by the ruling to permit them to comply with the certification requirements, provided that shareholders respond within the time that may be established by the Israeli Tax Authority. Payment of the consideration for tendered shares may be held in escrow pending receipt of a final ruling and/or the receipt of such certifications and any other documentation required by the Israeli Tax Authority. If Israeli tax withholding is required, shareholders may be able to apply for a refund from the Israeli Tax Authority with the assistance of their tax advisor. SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS, WHICH CONTAIN ADDITIONAL INFORMATION CONCERNING ISRAELI TAX WITHHOLDING, AND, AS STATED IN THE TENDER OFFER MATERIALS, TO CONSULT THEIR TAX ADVISORS REGARDING ISRAELI TAX WITHHOLDING.
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