Following the announcement by MediaMind Technologies that it agreed to an takeover of MediaMind Technologies by DG FastChannel Inc., now known as DG, for $2 per MDMD share an investigation was initiated on behalf of investors of MediaMind Technologies Inc. (NASDAQ: MDMD) concerning whether the offer to take over Media Mind Technologies and the sale process are unfair to investors of MediaMind Technologies (MDMD) and whether certain of its officers and directors or others breached their fiduciary duties owed investors in NASDAQ:MDMD shares.

The investigation by a law firm concerns whether the MediaMind Technologies Inc, certain of its officers and directors, and/or others breached their fiduciary duties owed to MediaMind Technologies ( NASDAQ:MDMD) investors in connection with the proposed acquisition.
On Thursday, June 16, 2011 MediaMind Technologies Inc. (NASDAQ: MDMD) and DG FastChannel Inc., now known as DG, (NASDAQ: DGIT), announced a agreement under which DG FastChannel Inc. will acquire MediaMind Technologies Inc in an all-cash transaction at a total transaction value is $517 million equity value or $414 million enterprise value, taking into account over $100 million in cash on MediaMinds balance sheet. Under the terms of the proposed transaction DG FastChannel Inc will commence a tender offer to purchase all of MediaMind Technologies outstanding shares for $22.00 per share in cash.

Following the takeover news shares of MediaMind Technologies Inc. (NASDAQ:MDMD) jumped from $15.98 on Wednesday to $22.04 per share on Thursday, slightly above the current offer. Nevertheless, at least one analyst set a target price for MediaMind Technologies stock of $23 per share. In addition MediaMind Technologies has performed well for its investors in the past. MediaMind Technologies 12months Total Revenue increased from $44.74million in 2007 to $80.85million in 2010. Its Net Income rose over the same time frame from $7.36million to $9.95million. For the first quarter in 2011 MediaMind Technologies Inc. reported quarterly Revenue of $18.88million compared to $16.00million one year earlier.

Therefore the investigation monitors the proposed transaction and concerns whether the MediaMind Technologies Board of Directors undertook an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of the MediaMind Technologies Inc. (NASDAQ: MDMD) and in particular breached their fiduciary duties to the MediaMind Technologies (MDMD) shareholder by failing to adequately shop the Company before entering into the transaction.

MediaMind Technologies Inc said certain MediaMind Technologies shareholders holding approximately 8.2 million common shares outstanding and 1.8 million options, as well as certain officers and pre-IPO investors, have already agreed to tender their shares in the offer.

The investigation concerns also whether DG FastChannel Inc would underpay for NASDAQ:MDMD shares, thus unlawfully harming MediaMind Technologies (MDMD) stockholders.

A potential securities class action lawsuit would seek to maximize the amount of money and information NASDAQ:MDMD shareholders would receive in a buyout, so the law firm.