DigitalGlobe Announces Final Results of Merger Consideration Elections Made by GeoEye Stockholders

DigitalGlobe Announces Final Results of Merger Consideration Elections Made by 
GeoEye Stockholders 
LONGMONT, CO -- (Marketwire) -- 02/06/13 --  DigitalGlobe, Inc.
(NYSE: DGI) today announced the final results of elections made by
GeoEye, Inc. stockholders regarding their preferences as to the form
of merger consideration they will receive in the previously-announced
combination of GeoEye and DigitalGlobe. The election deadline for
GeoEye stockholders to have made merger consideration elections in
connection with the merger was 5:00 p.m., EST, on January 29, 2013. 
In accordance with the terms of the merger, GeoEye stockholders had
the right to elect either (i) 1.137 shares of DigitalGlobe common
stock and $4.10 per share in cash ("mixed consideration"), (ii) 100%
of the consideration in cash ($20.27) ("cash consideration") or (iii)
100% of the consideration in stock (1.425 shares of DigitalGlobe
common stock) ("stock consideration"), for each share of GeoEye stock
they owned, with the amount of cash and stock subject to proration
depending upon the elections of GeoEye stockholders, such that the
aggregate consideration mix reflected the ratio of 1.137 shares of
DigitalGlobe common stock and $4.10 per share in cash. 
Of the 23,083,914 shares of GeoEye common stock outstanding as of
January 29, 2013, holders of: 


 
--  21,688,544 shares elected to receive stock consideration;
--  78,905 shares elected to receive cash consideration;
--  125,215 shares elected to receive mixed consideration consisting of
    part cash and part DigitalGlobe common stock; and
--  1,191,250 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.

  
Based on the final proration calculations by American Stock Transfer &
Trust Company, LLC, GeoEye common stockholders who elected: 


 
--  The mixed consideration will receive 1.137 shares of DigitalGlobe
    common stock and $4.10 per share in cash for each GeoEye share;
--  The cash consideration will receive 0 shares of DigitalGlobe common
    stock and $20.27 per share in cash for each GeoEye share; and
--  The stock consideration will receive 1.141 shares of DigitalGlobe
    common stock and $4.041 per share in cash for each GeoEye share.

  
Shareowners who did not make an election will receive 1.137 shares of
DigitalGlobe common stock and $4.10 per share in cash for each GeoEye
share.  
Elections to receive all cash or all stock consideration made by
GeoEye stockholders were subject to proration, as described in the
merger agreement and the joint proxy statement/prospectus provided to
stockholders in connection with the special meetings of DigitalGlobe
stockholders and GeoEye stockholders held on December 3, 2013.
DigitalGlobe and GeoEye previously announced the completion of the
combination on January 31, 2013. 
About DigitalGlobe
 DigitalGlobe is a leading provider of commercial
high-resolution earth observation and advanced geospatial solutions
that help decision makers better understand our changing planet in
order to save lives, resources and time. Sourced from the world's
leading constellation, our imagery solutions deliver unmatched
coverage and capacity to meet our customers' most demanding mission
requirements. Each day customers in defense and intelligence, public
safety, civil agencies, map making and analysis, environmental
monitoring, oil and gas exploration, infrastructure management,
navigation technology, and providers of location-based services
depend on DigitalGlobe data, information, technology and expertise to
gain actionable insight.  
In January 2013, DigitalGlobe and GeoEye combined to become one
DigitalGlobe, creating a company capable of providing greater value
to customers through an integrated constellation and a broader set of
products and services. For more information on the combination and
its benefits, visit www.digitalglobe.com/combination. 
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
strategic combination of DigitalGlobe and GeoEye pursuant to a
merger. All statements, other than historical facts, including
statements regarding 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) the anticipated benefits of the transaction
may not be fully realized or may take longer to realize than
expected; (2) the costs or challenges related to the integration of
DigitalGlobe and GeoEye operations could be greater than expected;
(3) the ability of the combined company to retain and hire key
personnel and maintain relationships with customers, suppliers or
other business partners; (4) the impact of legislative, regulatory,
competitive and technological changes; (5) the risk that the credit
ratings of the combined company may be different from what the
companies expect; (6) other business effects, including the effects
of industry, economic or political conditions outside of the
companies' control, transaction costs and actual or contingent
liabilities; (7) the outcome of any legal proceedings related to the
transaction; and (8) 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
expected benefits of the strategic combination will be realized. 
DigitalGlobe does not undertake 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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