DigitalGlobe Announces Preliminary Results of Elections Made by GeoEye Stockholders

DigitalGlobe Announces Preliminary Results of Elections Made by GeoEye 
Stockholders 
LONGMONT, CO -- (Marketwire) -- 01/30/13 --   DigitalGlobe, Inc.
(NYSE: DGI) today announced the preliminary results of elections made
by GeoEye (NASDAQ: GEOY) stockholders regarding their preferences as
to the form of merger consideration they will receive in the pending
acquisition of GeoEye by DigitalGlobe. The election deadline for
GeoEye stockholders to have made merger consideration elections in
connection with the proposed merger was 5:00 p.m., EST, on January
29, 2013.  
As of the election deadline, of the 22,640,829 shares of GeoEye
common stock outstanding as of January 29, 2013, holders of:  


 
--  21,876,720 shares, or approximately 97.5% of outstanding shares,
    elected to receive DigitalGlobe common stock;
--  79,115 shares, or less than 1% of outstanding shares, elected to
    receive cash;
--  125,215 shares, or less than 1% of outstanding shares, elected to
    receive mixed consideration consisting of part cash and part
    DigitalGlobe common stock; and
--  559,779 shares, or approximately 2.5% of the outstanding 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.

  
These initial election numbers are not final, as the elections with
respect to certain of the foregoing shares were made pursuant to the
notice of guaranteed delivery procedure, which requires the delivery
of GeoEye shares to American Stock Transfer & Trust Company, LLC, the
exchange agent for the merger by a guaranteed delivery deadline after
the election date. If the exchange agent does not receive the
required share certificates or book-entry transfer of shares by this
guaranteed delivery deadline, the GeoEye shares subject to such
election will be treated as shares that did not make a valid
election. In addition, certain vesting events or other exercises may
result in variances from the initial election numbers. 
After the final results of the election process are determined, the
allocation of the merger consideration will be computed using the
formula in the merger agreement. Elections to receive a
ll cash or all
stock consideration made by GeoEye stockholders will be subject to
proration, as described in the merger agreement and the joint proxy
statement/prospectus and related supplement provided to stockholders
in connection with the special meetings of DigitalGlobe stockholders
and GeoEye stockholders held on December 3, 2013. Proration will be
required if the available cash consideration or the available
DigitalGlobe common stock consideration is oversubscribed. Based on
the elections as set forth above, elections to receive DigitalGlobe
stock will be prorated. 
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 2.8 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 REGARDIN
G 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 merger
and financing transactions; the ability of the parties to complete
the merger and financing transactions considering the various closing
conditions; 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 f
rom 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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