DigitalGlobe Shareowners Approve Combination With GeoEye
04 December 2012 - 5:00AM
Marketwired
DigitalGlobe, Inc. (NYSE: DGI), a leading global provider of earth
imagery solutions, today announced that its shareowners voted to
approve the issuance of DigitalGlobe common stock, par value $0.001
per share (the "Share Issuance proposal"), pursuant to the
previously announced Agreement and Plan of Merger, dated as of July
22, 2012, as amended, by and among DigitalGlobe, 20/20 Acquisition
Sub, Inc., WorldView, LLC, and GeoEye, Inc. The approval of the
Share Issuance proposal was required to complete the merger
involving DigitalGlobe and GeoEye, Inc. (NASDAQ: GEOY).
Of the shares voted at today's special meeting, 100% were voted
in favor of the Share Issuance Proposal, which represents
approximately 87% of DigitalGlobe's total outstanding shares of
common stock as of the record date for the meeting.
As previously announced on July 23, 2012, DigitalGlobe and
GeoEye entered into a definitive merger agreement under which the
companies will combine in a stock and cash transaction. In
accordance with the terms of the merger agreement, GeoEye
shareowners will have the right to elect either 1.137 shares of
DigitalGlobe common stock and $4.10 per share in cash, 100% of the
consideration in cash ($20.27) or 100% of the consideration in
stock (1.425 shares of DigitalGlobe common stock), for each share
of GeoEye stock they own, with the amount of cash and stock subject
to proration depending upon the elections of GeoEye shareholders,
such that aggregate consideration mix reflects the ratio of 1.137
shares of DigitalGlobe common stock and $4.10 per share in
cash.
The transaction remains subject to the satisfaction of customary
closing conditions and regulatory approval from the Department of
Justice ("DOJ"), the Federal Communications Commission ("FCC") and
the National Oceanic and Atmospheric Administration ("NOAA").
DigitalGlobe is working cooperatively with the DOJ, FCC and NOAA,
and the transaction is now expected to close in early 2013.
About DigitalGlobe DigitalGlobe is a
leading global provider of commercial high-resolution earth imagery
products and services. Sourced from our own advanced satellite
constellation, our imagery solutions support a wide variety of uses
within defense and intelligence, civil agencies, mapping and
analysis, environmental monitoring, oil and gas exploration,
infrastructure management, Internet portals and navigation
technology. With our collection sources and comprehensive
ImageLibrary (containing more than one billion square kilometers of
earth imagery and imagery products) we offer a range of on- and
off-line products and services designed to enable customers to
easily access and integrate our imagery into their business
operations and applications. For more information, visit
www.digitalglobe.com.
DigitalGlobe is a registered trademark of DigitalGlobe, Inc.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This document may contain or incorporate forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. Forward-looking statements relate
to future events or future financial performance and generally can
be identified by the use of terminology such as "may," "will,"
"should," "expects," "plans," "anticipates," "could," "intends,"
"target," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential," "continue" or "looks forward to" or the
negative of these terms or other similar words, although not all
forward-looking statements contain these words.
This document contains forward-looking statements relating to
the proposed strategic combination of DigitalGlobe and GeoEye
pursuant to a merger. All statements, other than historical facts,
including statements regarding the expected timing of the closing
of the transaction; the ability of the parties to complete the
transaction considering the various closing conditions; the
expected benefits of the transaction such as efficiencies, cost
savings, tax benefits, enhanced revenues and cash flow, growth
potential, market profile and financial strength; the competitive
ability and position of the combined company; and any assumptions
underlying any of the foregoing, are forward-looking statements.
Such statements are based upon current plans, estimates and
expectations that are subject to risks, uncertainties and
assumptions. The inclusion of such statements should not be
regarded as a representation that such plans, estimates or
expectations will be achieved. Important factors that could cause
actual results to differ materially from such plans, estimates or
expectations include, among others, that (1) one or more closing
conditions to the transaction may not be satisfied or waived, on a
timely basis or otherwise, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of
the transaction; (2) there may be a material adverse change of
GeoEye or the business of GeoEye may suffer as a result of
uncertainty surrounding the transaction; (3) the anticipated
benefits of the transaction may not be fully realized or may take
longer to realize than expected; (4) the costs or challenges
related to the integration of DigitalGlobe and GeoEye operations
could be greater than expected; (5) the ability of the combined
company to retain and hire key personnel and maintain relationships
with customers, suppliers or other business partners; (6) the
impact of legislative, regulatory, competitive and technological
changes; (7) the risk that the credit ratings of the combined
company may be different from what the companies expect; (8) other
business effects, including the effects of industry, economic or
political conditions outside of the companies' control, transaction
costs and actual or contingent liabilities; (9) the outcome of any
legal proceedings related to the transaction; and (10) other risk
factors as detailed from time to time in DigitalGlobe's and
GeoEye's reports filed with the Securities and Exchange Commission
("SEC"), including their respective Annual Reports on Form 10-K for
the year ended December 31, 2011 and Quarterly Reports on Form 10-Q
for the quarter ended March 31, 2012,June 30, 2012 and September
30, 2012, which are available on the SEC's website (www.sec.gov).
There can be no assurance that the strategic combination will be
completed, or if it is completed, that it will close within the
anticipated time period or that the expected benefits of the
strategic combination will be realized.
Neither DigitalGlobe nor GeoEye undertakes any obligation to
update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events. Readers are
cautioned not to place undue reliance on any of these
forward-looking statements.
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Contacts Investor Contact: David Banks (303) 684-4210
ir@digitalglobe.com Media Contact: Robert Keosheyan (303) 684-4742
rkeoshey@digitalglobe.com
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