DigitalGlobe Announces Election Deadline for GeoEye Shareowners
January 22 2013 - 8:00AM
Marketwired
DigitalGlobe, Inc. (NYSE: DGI), a leading global provider of
high-resolution earth imagery solutions, today announced the
deadline for shareowners of GeoEye, Inc. (NASDAQ: GEOY) to elect
the form of consideration that they wish to receive in
DigitalGlobe's pending combination with GeoEye.
Pursuant to the Agreement and Plan of Merger between the parties
and the anticipated closing date of January 31, 2013, all
shareowner election forms with respect to the consideration to be
received in the merger by GeoEye shareowners must be received by
the Exchange Agent, American Stock Transfer & Trust Company,
LLC ("AST") by no later than 5:00 p.m., New York City time, on
January 29, 2013.
Under the terms of the agreement, GeoEye shareowners 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.
Further information regarding the shareowner election form may
be obtained by contacting AST toll free at (877) 825-8619.
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 2.5 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 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.
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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