LONGMONT, Colo., Feb. 6, 2013”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.
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.