DigitalGlobe, Inc. (NYSE: DGI) today announced the final results of elections made by GeoEye, Inc. stockholders regarding their preferences as to the form of merger consideration they will receive in the previously-announced combination of GeoEye and DigitalGlobe. The election deadline for GeoEye stockholders to have made merger consideration elections in connection with the merger was 5:00 p.m., EST, on January 29, 2013.
In accordance with the terms of the merger, GeoEye stockholders had the right to elect either (i) 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash ("mixed consideration"), (ii) 100% of the consideration in cash ($20.27) ("cash consideration") or (iii) 100% of the consideration in stock (1.425 shares of DigitalGlobe common stock) ("stock consideration"), for each share of GeoEye stock they owned, with the amount of cash and stock subject to proration depending upon the elections of GeoEye stockholders, such that the aggregate consideration mix reflected the ratio of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.
Of the 23,083,914 shares of GeoEye common stock outstanding as of January 29, 2013, holders of:
- 21,688,544 shares elected to receive stock consideration;
- 78,905 shares elected to receive cash consideration;
- 125,215 shares elected to receive mixed consideration consisting of part cash and part DigitalGlobe common stock; and
- 1,191,250 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.
Based on the final proration calculations by American Stock Transfer & Trust Company, LLC, GeoEye common stockholders who elected:
- The mixed consideration will receive 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash for each GeoEye share;
- The cash consideration will receive 0 shares of DigitalGlobe common stock and $20.27 per share in cash for each GeoEye share; and
- The stock consideration will receive 1.141 shares of DigitalGlobe common stock and $4.041 per share in cash for each GeoEye share.
Shareowners who did not make an election will receive 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash for each GeoEye share.
Elections to receive all cash or all stock consideration made by GeoEye stockholders were subject to proration, as described in the merger agreement and the joint proxy statement/prospectus provided to stockholders in connection with the special meetings of DigitalGlobe stockholders and GeoEye stockholders held on December 3, 2013. DigitalGlobe and GeoEye previously announced the completion of the combination on January 31, 2013.
DigitalGlobe is a leading provider of commercial high-resolution earth observation and advanced geospatial solutions that help decision makers better understand our changing planet in order to save lives, resources and time. Sourced from the world's leading constellation, our imagery solutions deliver unmatched coverage and capacity to meet our customers' most demanding mission requirements. Each day customers in defense and intelligence, public safety, civil agencies, map making and analysis, environmental monitoring, oil and gas exploration, infrastructure management, navigation technology, and providers of location-based services depend on DigitalGlobe data, information, technology and expertise to gain actionable insight.
In January 2013, DigitalGlobe and GeoEye combined to become one DigitalGlobe, creating a company capable of providing greater value to customers through an integrated constellation and a broader set of products and services. For more information on the combination and its benefits, visit www.digitalglobe.com/combination.
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 strategic combination of DigitalGlobe and GeoEye pursuant to a merger. All statements, other than historical facts, including statements regarding 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) the anticipated benefits of the transaction may not be fully realized or may take longer to realize than expected; (2) the costs or challenges related to the integration of DigitalGlobe and GeoEye operations could be greater than expected; (3) the ability of the combined company to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners; (4) the impact of legislative, regulatory, competitive and technological changes; (5) the risk that the credit ratings of the combined company may be different from what the companies expect; (6) other business effects, including the effects of industry, economic or political conditions outside of the companies' control, transaction costs and actual or contingent liabilities; (7) the outcome of any legal proceedings related to the transaction; and (8) 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 expected benefits of the strategic combination will be realized.
DigitalGlobe does not undertake 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.