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 all 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.
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 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 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 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 Email Contact Media Contact: Robert Keosheyan (303) 684-4742 Email Contact