HERNDON, Va. – GeoEye announced that its shareholders have approved the proposal to combine GeoEye with DigitalGlobe (the "Merger Proposal").
At a special meeting of GeoEye
shareholders, 98.3 percent of the shares voting at the special meeting voted in
favor of the Merger Proposal. This represents approximately 77.2
percent of GeoEye's total outstanding shares of common stock as of the record
date for the meeting voting in favor of the Merger Proposal.
As previously announced on July
23, GeoEye and DigitalGlobe 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-percent of the consideration in cash ($20.27) or 100-percent 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 the
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). GeoEye
and DigitalGlobe are working cooperatively with the DOJ, FCC and NOAA, and the
transaction is now expected to close in early 2013. Pursuant to the
merger agreement, GeoEye will announce the closing date and the election
deadline for shareholders as soon as reasonably practicable prior to the
closing of the merger.
GeoEye Shareholders Approve Combination with DigitalGlobe
December 3, 2012