DigitalGlobe Announces Preliminary Results of Elections Made by GeoEye Stockholders
31 January 2013 - 8:15AM
Marketwired
DigitalGlobe, Inc. (NYSE: DGI) today announced the preliminary
results of elections made by GeoEye (NASDAQ: GEOY) stockholders
regarding their preferences as to the form of merger consideration
they will receive in the pending acquisition of GeoEye by
DigitalGlobe. The election deadline for GeoEye stockholders to have
made merger consideration elections in connection with the proposed
merger was 5:00 p.m., EST, on January 29, 2013.
As of the election deadline, of the 22,640,829 shares of GeoEye
common stock outstanding as of January 29, 2013, holders of:
- 21,876,720 shares, or approximately 97.5% of outstanding
shares, elected to receive DigitalGlobe common stock;
- 79,115 shares, or less than 1% of outstanding shares, elected
to receive cash;
- 125,215 shares, or less than 1% of outstanding shares, elected
to receive mixed consideration consisting of part cash and part
DigitalGlobe common stock; and
- 559,779 shares, or approximately 2.5% of the outstanding
shares, did not make a valid election and therefore will be deemed
to have elected to receive mixed consideration, entitling them to
receive consideration consisting of part cash and part DigitalGlobe
common stock.
These initial election numbers are not final, as the elections
with respect to certain of the foregoing shares were made pursuant
to the notice of guaranteed delivery procedure, which requires the
delivery of GeoEye shares to American Stock Transfer & Trust
Company, LLC, the exchange agent for the merger by a guaranteed
delivery deadline after the election date. If the exchange agent
does not receive the required share certificates or book-entry
transfer of shares by this guaranteed delivery deadline, the GeoEye
shares subject to such election will be treated as shares that did
not make a valid election. In addition, certain vesting events or
other exercises may result in variances from the initial election
numbers.
After the final results of the election process are determined,
the allocation of the merger consideration will be computed using
the formula in the merger agreement. Elections to receive all cash
or all stock consideration made by GeoEye stockholders will be
subject to proration, as described in the merger agreement and the
joint proxy statement/prospectus and related supplement provided to
stockholders in connection with the special meetings of
DigitalGlobe stockholders and GeoEye stockholders held on December
3, 2013. Proration will be required if the available cash
consideration or the available DigitalGlobe common stock
consideration is oversubscribed. Based on the elections as set
forth above, elections to receive DigitalGlobe stock will be
prorated.
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 2.8 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.
DigitalGlobe is a registered trademark of DigitalGlobe.
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 merger and financing transactions; the ability of the
parties to complete the merger and financing transactions
considering the various closing conditions; 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.
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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