GeoEye, Inc. Announces Record Date and Meeting Date for Special
Meeting of Stockholders
HERNDON, Va., Oct. 31, 2012 /PRNewswire/ -- GeoEye, Inc.
(NASDAQ: GEOY), a leading source of geospatial information and
insight, announced today that it has established a record date and
a meeting date for a special meeting of its stockholders to
consider and vote upon, among other things, the proposal to adopt
the previously announced Agreement and Plan of Merger, dated as of
July 22, 2012, as amended, and as may
be further amended (the "Merger Agreement") by and among GeoEye,
Inc.; DigitalGlobe, Inc. ("DigitalGlobe"); 20/20 Acquisition, Inc.
and WorldView, LLC, and approve the transactions contemplated
thereby.
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GeoEye stockholders of record at the close of business on
Monday, Oct. 29, 2012, will be
entitled to notice of the special meeting and to vote at the
special meeting. The special meeting will be held on Monday, Dec. 3, 2012, at 11:00 a.m., at GeoEye's headquarters located at
2325 Dulles Corner Boulevard, 10th Floor, Herndon, Virginia 20171.
About GeoEye, Inc.
GeoEye is a leading source of geospatial information and insight
for decision makers and analysts who need a clear understanding of
our changing world to protect lives, manage risk, and optimize
resources. Each day, organizations in defense and intelligence,
public safety, critical infrastructure, energy and online media
rely on GeoEye's imagery, tools and expertise to support important
missions around the globe. Widely recognized as a pioneer in
high-resolution satellite imagery, GeoEye has evolved into a
complete provider of geospatial intelligence solutions. GeoEye's
ability to collect, process and analyze massive amounts of
geospatial data allows our customers to quickly see precise changes
on the ground and anticipate where events may occur in the future.
GeoEye is a public company listed on NASDAQ as GEOY and is
headquartered in Herndon, Virginia
with more than 700 employees worldwide. Learn more at
www.geoeye.com.
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 GeoEye and DigitalGlobe
pursuant to a merger. All statements, other than historical facts,
including statements regarding the expected timing of the closing
of the transaction; the ability of the parties to complete the
transaction considering the various closing conditions; 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) 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 or that the required approvals by GeoEye and
DigitalGlobe stockholders may not be obtained; (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 GeoEye and DigitalGlobe
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 GeoEye's
and DigitalGlobe'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 and June 30, 2012, which are available on the SEC's
Web site (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 GeoEye nor DigitalGlobe 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.
Additional Information and Where to Find It
In connection with the proposed strategic combination,
DigitalGlobe filed with the SEC a Registration Statement on Form
S-4 that includes a preliminary joint proxy statement of
DigitalGlobe and GeoEye that also constitutes a preliminary
prospectus of DigitalGlobe. These materials are not yet final and
will be amended. DigitalGlobe and GeoEye will mail the final joint
proxy statement/prospectus to their respective stockholders.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors may
obtain the preliminary joint proxy statement/prospectus and the
definitive joint proxy statement/prospectus when it becomes
available, as well as other filings containing information about
DigitalGlobe and GeoEye, free of charge, from the SEC's website
(www.sec.gov). Investors may also obtain DigitalGlobe's SEC filings
in connection with the transaction, free of charge, from
DigitalGlobe's website (www.digitalglobe.com) under the tab
"Investors" and then under the heading "SEC Filings," or by
directing a request to DigitalGlobe, Inc., 1601 Dry Creek Drive,
Suite 260, Longmont, Colorado
80503, Attention: Corporate Secretary. Investors may also obtain
GeoEye's SEC filings in connection with the transaction, free of
charge, from GeoEye's website (www.geoeye.com) under the tab "About
Us – Investor Relations" and then under the heading "SEC Filings,"
or by directing a request to GeoEye, Inc., 2325 Dulles Corner
Boulevard, 10th Floor, Herndon, Virginia 20171, Attention: Corporate
Secretary.
Participants in the Merger Solicitation
The respective directors, executive officers and employees of
DigitalGlobe and GeoEye and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
transaction. Information regarding the interests of the
participants in the proxy solicitation is contained in the
preliminary joint proxy statement/prospectus and will be contained
in the definitive joint proxy statement/prospectus when it becomes
available. Information regarding DigitalGlobe's directors and
executive officers is available in its definitive proxy statement
filed with the SEC on April 10, 2012,
and information regarding GeoEye's directors and executive officers
is available in its definitive proxy statement filed with the SEC
on April 27, 2012. These documents
can be obtained free of charge from the sources indicated above.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
SOURCE GeoEye, Inc.
