Newman Ferrara LLP Announces Investigation of GeoEye, Inc.
July 24 2012 - 12:37PM
Business Wire
Newman Ferrara LLP (www.nfllp.com)
has begun an investigation into potential claims against the board
of directors of GeoEye, Inc. (“GeoEye”) (Nasdaq: GEOY) concerning
the proposed sale of GeoEye to rival satellite-imagery company
DigitalGlobe, Inc. (“DigitalGlobe”) (NYSE: DGI).
On July 23, 2012, GeoEye announced that its board of directors
unanimously approved a definitive merger agreement under which
DigitalGlobe will acquire GeoEye in a stock and cash transaction
valued at approximately $900 million. Under the terms of the merger
agreement, GeoEye shareholders will have the option to receive
either: (1) 100% of the consideration in cash at $20.27 per share
of GeoEye common stock held; (2) 100% of the consideration in
DigitalGlobe stock at 1.425 shares of DigitalGlobe common stock per
share of GeoEye common stock held; or (3) a combination of cash and
stock at $4.10 in cash and 1.137 shares of DigitalGlobe common
stock per share of GeoEye common stock held. If a GeoEye
shareholder does not make an election, such shareholder will
receive the combination of cash and stock option. The transaction
is expected to close in the first quarter of 2013.
The announcement of DigitalGlobe’s acquisition of GeoEye comes
only several months after DigitalGlobe rejected a May 7, 2012
buyout offer from GeoEye to acquire DigitalGlobe for approximately
$792 million, claiming that $792 million was an inadequate offer
price. While GeoEye called its buyout offer a “friendly” offer,
DigitalGlobe termed it “hostile” and claimed that $792 million
“substantially undervalues” DigitalGlobe.
Newman Ferrara LLP’s investigation concerns whether GeoEye’s
board of directors is fulfilling its fiduciary duties to act in the
best interests of GeoEye’s shareholders and to take all necessary
steps to ensure that GeoEye’s shareholders receive the maximum
value reasonably available for their shares of GeoEye common
stock.
Concerned investors are encouraged to contact Newman Ferrara
attorney Roy Shimon at (212) 619-5400 or rshimon@nfllp.com to
discuss this investigation, their rights, or potential
remedies.
Newman Ferrara maintains a multifaceted practice based in New
York City with attorneys specializing in complex commercial and
multi-party litigation with an emphasis on securities, ERISA,
consumer fraud, products liability, civil rights and real estate.
For more information, please visit the firm website at
www.nfllp.com.
CONTACT:
Newman Ferrara LLPAttorney:Roy Shimon1250 Broadway, 27th Fl.New
York, NY 10001rshimon@nfllp.comtel.
212.619.5400http://www.nfllp.com
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