Breaking News

Tweet TWEET

DigitalGlobe Shareowners Approve Combination With GeoEye

DigitalGlobe Shareowners Approve Combination With GeoEye 
Transaction Now Expected to Close in Early 2013 
LONGMONT, CO -- (Marketwire) -- 12/03/12 --  DigitalGlobe, Inc.
(NYSE: DGI), a leading global provider of earth imagery solutions,
today announced that its shareowners voted to approve the issuance of
DigitalGlobe common stock, par value $0.001 per share (the "Share
Issuance proposal"), pursuant to the previously announced Agreement
and Plan of Merger, dated as of July 22, 2012, as amended, by and
among DigitalGlobe, 20/20 Acquisition Sub, Inc., WorldView, LLC, and
GeoEye, Inc. The approval of the Share Issuance proposal was required
to complete the merger involving DigitalGlobe and GeoEye, Inc.
(NASDAQ: GEOY).  
Of the shares voted at today's special meeting, 100% were voted in
favor of the Share Issuance Proposal, which represents approximately
87% of DigitalGlobe's total outstanding shares of common stock as of
the record date for the meeting. 
As previously announced on July 23, 2012, DigitalGlobe and GeoEye
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 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").
DigitalGlobe is working cooperatively with the DOJ, FCC and NOAA, and
the transaction is now expected to close in early 2013.  
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 one
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. For more information,
visit www.digitalglobe.com. 
DigitalGlobe is a registered trademark of DigitalGlobe, Inc. 
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 
 
 
Press spacebar to pause and continue. Press esc to stop.