Davis Polk is advising MediaMind Technologies Inc. in connection with its all-cash acquisition by DG FastChannel, Inc. The total transaction has an equity value of $517 million or, taking into account over $100 million in cash on MediaMind’s balance sheet, a $414 million enterprise value. The transaction, which has been approved by the boards of directors of both companies, is subject to the successful completion of the tender offer, regulatory approval and the satisfaction of other customary closing conditions, and is expected to close in the third quarter of 2011.

MediaMind is a leading global provider of digital advertising campaign management solutions to advertising agencies and advertisers. DG FastChannel, now known as DG, provides innovative technology-based solutions to the advertising, broadcast and publishing industries.

The Davis Polk corporate team includes partners William H. Aaronson and Michael Kaplan and associates Lee Hochbaum and Brian Wolfe. The tax team includes partner Avishai Shachar and associate Michael Bretholz. Associate Ron M. Aizen is providing employee benefits advice. Partner Frank J. Azzopardi and associate Pritesh P. Shah are providing intellectual property advice. Partner Karin S. Day is providing credit advice. Counsel Stephen M. Pepper is providing antitrust advice. All members of the Davis Polk team are based in the New York office.