HERNDON, Va., Dec. 3, 2012 /PRNewswire/ -- GeoEye, Inc.
(NASDAQ: GEOY), a leading source of geospatial information and
insight, announced today that its shareholders have approved the
proposal to combine GeoEye with DigitalGlobe (the "Merger
Proposal").
(Logo:
http://photos.prnewswire.com/prnh/20080625/LAW528LOGO)
At a special meeting of GeoEye shareholders held earlier today,
98.3% of the shares voting at the special meeting voted in favor of
the Merger Proposal. This represents approximately
77.2% of GeoEye's total outstanding shares of common stock as of
the record date for the meeting voting in favor of the Merger
Proposal.
As previously announced on July 23,
2012, GeoEye and DigitalGlobe 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 the 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").
GeoEye and DigitalGlobe are working cooperatively with the DOJ, FCC
and NOAA, and the transaction is now expected to close in early
2013. Pursuant to the merger agreement, GeoEye will announce
the closing date and the election deadline for shareholders as soon
as reasonably practicable prior to the closing of the merger.
About GeoEye, Inc.
GeoEye is a leading source of geospatial information and insight
for decision makers and analysts who need a clear understanding of
our changing world to protect lives, manage risk, and optimize
resources. Each day, organizations in defense and intelligence,
public safety, critical infrastructure, energy and online media
rely on GeoEye's imagery, tools and expertise to support important
missions around the globe. Widely recognized as a pioneer in
high-resolution satellite imagery, GeoEye has evolved into a
complete provider of geospatial intelligence solutions. GeoEye's
ability to collect, process and analyze massive amounts of
geospatial data allows our customers to quickly see precise changes
on the ground and anticipate where events may occur in the future.
GeoEye is a public company listed on NASDAQ as GEOY and is
headquartered in Herndon, Virginia
with more than 700 employees worldwide. Learn more at
www.geoeye.com.
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 GeoEye and DigitalGlobe
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 or that the required approvals by GeoEye and
DigitalGlobe stockholders may not be obtained; (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 GeoEye and DigitalGlobe
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 GeoEye's
and DigitalGlobe'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 Web site (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 GeoEye nor DigitalGlobe 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.
SOURCE GeoEye, Inc.
